Marvel Noir
by Clownwithachainsaw
Summary: Alternate Universe where the Marvel heroes and villains are in a film noir setting. Featuring down-on-his-luck detective J. Howlett, and wannabe vigilante Spider-man. M for mature content. Some characters may differ slightly from the mainstream.
1. Chapter 1 Hellfire in the Family

**_Author's Note;_**

**_Hello, my name is the Clownwithachainsaw. When I first started this, I had one thing in mind: The Marvel vs. D.C. crossover event. My Justice Champions story is almost parallel to the D.C. universe, so I would one day have to have a Marvel vs. D.C. thing. I needed an alternate version of Marvel._**

**_But it soon became much more._**

**_It is a tale of friendship in the darkest of times. A tale of corruption and retribution. Fear and love. _**

**_It is a tale of the greatest superhero team-up since Superman and Batman. _**

**_It is a tale of Wolverine and Spider-man._**

**_I do not own any of the Marvel characters that the characters in my fanfic are based on. I do however, own Han Osborn, the offspring of Gwen Stacy and Harry Osborn._**

**_I always appreciate feedback, so please review._**

* * *

New York. The biggest and most twisted city in the world.

Chicago is fine, Detroit's okay. Las Vegas takes up a whole state, and Hollywood's got some game. Madripoor's even got a few good times in it. But if you ever want to find that most wretched hive of scum and villainy, you go to New York. Not that you'd want to find it.

A teenager walked through the rainy night, as lightning flashed casting wicked shadows on the wall. Or, they would be wicked to anybody but him.

The teen wore a simple white T and a pair of old jeans and an oversized black leather jacket. The whole ensemble could've been something out of old greaser movies, if he hadn't completed the look with an eye-patch and a length of chains draped over his shoulders. His hair was long and black, untamed and wild looking. His one eye was golden brown and clear as a plane of glass. And his nose twitched, as if he was constantly smelling something unpleasant.

He stopped in the middles of the alley, and kicked a can at a rat. The rodent squealed and disappeared. _Have to be careful._ He thought. _Never know who's following you these days._

He looked up and his eye pierced the darkness. A trio of mutants was surrounding an old man. Probably on his way home from slaving in a cubicle. He smelt like coffee and cigarettes.

On closer inspection, he saw the mutants all had X-patches. They weren't mutants. They were mutates. Artificial X-genes. The leader was Latino, had an extra pair of arms, and glowing red eyes. Looked tough, but based on the febreeze he smelt, the kid was probably just some pansy looking to make a name for himself. The piece of white-bread next to him wasn't wearing a shirt. Probably so he could show off all his tattoos. He shaved off all of his hair, even his eyebrows. Honestly! And then there was the girl. Dressed like she shopped at Goths R us, and had enough piercings to attract lightning even in the underbelly of New York.

So, all in all just a bunch of punks who think they're hard because they look scary enough to frighten a cubey and they have X-patches.

James Howlett Jr. extended his boney claws and went to work.

* * *

Kurt Darkholme sighed as he looked out over the city. It was so beautiful at night, especially in the rain.

His wife, Wanda walked into the room, wearing a long scarlet gown. "Kurt darling, we're going to be late."

He nodded. "I'm sorry my love. You know how I detest these horrendous shoes." Kurt's mutation gave him the appearance of a demon. He could live with the glowing eyes, the blue skin, the tail and the horns. But his three fingers were clumsy when it came to anything save sword fighting, and the custom made shoes his father-in-law insisted that he wear in public were almost unbearably uncomfortable.

Wanda stroked his inky hair, lingering on his horns. "I know Kurt darling. But please, try to behave tonight." She smiled and leaned in closer. "If you do, I might play pirates with you afterwards." She kissed him.

Kurt held her close, and then broke the kiss. "You know Wanda; I could always teleport us there. We wouldn't be late if we stayed here for just a few more…"

She laughed but resisted his charms. "No Kurt. We need to make a group entrance. For dad's sake."

Kurt sighed. He relished every chance he had to be alone with his wife. Especially when she used her reality altering powers… He began the long process of putting on his shoes.

* * *

Kurt teleported himself and Wanda outside to the limousine. Toad opened the door for them. Wanda shuddered as she passed, but Kurt gave him a friendly nod. It wasn't his fault he was so hideous. He used to be somebody, the world champion kick boxer. Now, thanks to his speckled flesh, and oversized black eyes, he was serving as the Lehnsherr's bodyguard and driver.

Erik Lehnsherr gave the two of them a stern look as they entered. Then he tapped his cane against the driver's window and the limousine started moving. Kurt was sat next to his mother who was at her most radiant, having shifted into her human form with short, jet black hair and a matching strapless evening gown. Kurt noticed she was wearing diamond earrings that definitely was not a part of her. He wondered idly who her new boyfriend was this week.

He noticed in surprise that his brother-in-law Pietro had brought his girlfriend Elisabeth Braddock along. He must be getting serious with her. It wouldn't be a surprise. His father was accepting with any suitor so long as they were mutants, and Elisabeth was both titled, and a supermodel.

Lorna was still alone. Kurt pitied her. She took after their father; cold, calculating, ruthless.

They rode through the maze of streets above New York City in silence for the most part. Broken mostly by Kurt's mother, or Elisabeth. Kurt found it difficult to focus. He had always found it unnerving being in the presence of his father-in-law. He was well known among some circles for his sadistic methods of running his business.

After marrying Wanda, Kurt had found that he'd liked being a member of the Lehnsherr family. There were rules concerning honor, respect, family, and many other honorable morals involved. It was like he'd always imagined it would be like being a pirate.

But Erik Lehnsherr was a sociopath. Kurt was sure of it.

In time, they arrived at their destination. The Hellfire club. Erik got out first, his cane tapping on the sidewalk. It was all for show. Erik was older than he looked, but magnetic fields had various healing properties, and he was as fit as the middle-aged man who will always bike early in the morning. When Kurt had asked why he used a cane, he just leaned in and whispered; "Your greatest weapon, is the one your enemy knows nothing about."

Kurt shuddered at the thought, as he walked up the stairs arm-in-arm with Wanda and his mother.

The Hellfire club was made of the wealthiest white-collar criminals in New York. There were four main families, the Fisks, the Osborns, the Lehnsherrs, and the Robbins family. They are themed after chess pieces, the heads of the four families being Kings, their closest confidents Queens, rooks, bishops and knights, and everybody else, pawns. As the Lehnsherrs entered the ballroom where everybody socialized, Toad hopped against the wall to join the other Pawns in keeping an eye on their charges, and making certain no backstabbing occured.

"Kurt!" a voice called out, and he winced. It was Parker Robbins, the Red King. The Reds were focused on magical gang activity, including smuggling, magical black markets, magical mercenary sales, and extra-dimensional extortion. They'd been trying to get Kurt on their side for some time now, seeing his demonic appearance and abilities as a potential asset, as well as wanting the magical powers of his wife.

Kurt veered off to the side, but was blocked by the gigantic figure of the Red Rook, Tombstone. A zombie that had somehow gained independent thought, and killed its owner.

Kurt winced. He had to control himself to keep from teleporting. Using powers in the club was a sure way to have a hundred pawns shoot you, stab you, fire laser beams at you, or worse. He'd just have to bear it.

Robbins walked up, extending his hand and smiling. Kurt withheld his hand.

"Hello Kurt. It's sure been a while hmm? I'm glad to see that you're well. And your wife Wanda! I love your dress."

"Thank you Robbins." Kurt answered coldly, stepping in front of Wanda. "Life has been good to us. I'm sorry to have to cut this conversation short, but unless you have something new to say, I have nothing to say to you."

"Ouch." Robbins answered sadly, clutching where his heart should be (Kurt wasn't convinced he had one). "You cut me to the quick Kurt. Surely, you must see how powerful you could be, if we were to examine your powers more closely. How much of an asset…"

Kurt held up his hand. "Please, call me Mr. Darkholm." He said. "And please, leave me and my wife alone."

He and Wanda walked away. "Wow." She said. "Impressive show, Mr. Darkholm. You're so handsome when you stand up for your principles."

He smiled at her. "Well, if I'm going to come to this party, I at least have to have the opportunity to insult that madman. Come on, let's get something to drink."

She smiled, and then shook her head. "I want to go talk to Gwen." She said, pointing at the Osborn family. Harry Osborn was handing a martini to his wife. Kurt personally couldn't understand the Osborns. But, he supposed that was their whole mystique. Norman was insane, as was his son, and his son's son. Gwen was one of the nicest people on the planet, yet she chose to marry into a family of certified phsycopaths.

Kurt shook his head. "You go ahead." He said. He started walking away, but Wanda grabbed his tail and pulled him back into a kiss.

"You're sure?" She asked.

He nodded. "I'm not the kind of person who gets along well with lunatics." Truth, Gwen wasn't really much of one. But the rest of her family was, including the baby.

He went over to the bar, and asked Sebastian for a drink. "Rough night?" A voice asked. "And it's only just getting started too."

Kurt smiled at the sound, and turned to meet Murdock. The Fisk family was the most sensible gang in New York. Their head, the White King Wilson Fisk, was a large bald man. He owned several businesses and was able to make money off of them and use them as fronts for his illegal enterprises. And he had a lot of illegal enterprises. What really got Kurt, was that he was the only King in this club, who wasn't absolutely insane, and didn't twist the moral code to fit his activities.

Matt Murdock was a lawyer. Wilson Fisk once got into some big trouble, and the courts insisted he used a state lawyer so that none of his own corrupt lawyers could pull him out of it. Not only was Matt able to pull Fisk out of the fire, he made it look so good that Fisk was able to run for mayor the same year. Murdock was soon elevated to the White Bishop of the Hellfire club, and was nicknamed daredevil for his absolute inability to feel the emotion of fear. He'd met Kurt a couple of years ago, on his first trip to the Hellfire club. They discovered they both had the same opinions on pirates, and he introduced Kurt to Felicia and Remy LeBeau, the heads of the thieve's guild. The two were fast friends now.

"Hello Daredevil. How're things with Electra?"

"Great. I finally proposed to her, and I want you to be my best man."

Kurt was stunned. "You're getting married?"

"Yeah." Matt showed off his ring. "Crazy isn't it? At high school I was voted most likely to die alone."

"Oh dude. When's this happening?"

"Another week or so. We aren't going to waste any time."

_Fast._ Kurt thought. "Well then, we're going to need a good bachelor party yes?" He grinned broadly, showing off his fangs.

Kurt's night of tedium was abruptly ended as he began his plotting his mischeivous machinations. Preferably about pirates.

* * *

Wilson walked into the King's room. All the other kings were already there.

He sat at the head of the table and began. "Gentlemen. Before we begin with this month's progress reports, I'd like to bring up an order of business that has long since been neglected." He paused and looked around the room. All eyes were on him.

"As you all know, a number of vigilantes have been plaguing this town for a good while. People like Hawkeye, and Moon Knight. These vigilantes have pestered each of us in turn, foiling our operatives as they go about their work." There was a collected murmuring around the table. "But now, I have received confirmation from our sources inside the police, that the vigilantes have gathered into a group and are plotting our downfall as we speak."

This time there was no muttering. Everybody knew about this from their own sources.

The Kingpin looked them in the eyes. "With the X-men and S.H.E.I.L.D. already after us, these added foes threaten to overwhelm us."

"To overwhelm you perhaps Fisk." The Red King said. "But I believe the rest of us are handling things well enough."

"Oh really Schmidt?" Lehnsherr asked imperiously. "So, you've caught the young man who managed to blow up three of your warehouses instantaneously and mock your hitman at the same time."

Schmidt growled. "He was a werewolf. We'll have silver bullets ready next time. How many times have the Morlocks raided your businesses and got away?"

Lehnsherr sniffed. "Mere annoyances. They aren't working in conjunction with any law-keeping force. They live in the sewers like rats, and will be hunted down as such soon enough."

Osborn, the Black King, laughed. "Right. Right. Because you can afford to be ransacked at the rate your X-patch sales are going?"

Lehnsherr glared at him. "They're going better than you'd think."

"Gentlemen, gentlemen." Fisk quickly brought back order. "The whole purpose of the Hellfire club is for us to work together for a stronger rule. Not to squabble amongst ourselves as our enemies close in around us."

"So, what do you suggest Fisk?" Osborn asked.

He smiled. "What do I suggest? I suggest, we find out where they live and torture their families. We send hit-squads and assassins. We send bombs and we send lawyers. We send them a message, that we will not be beat. We will not give up. We will stay right where we are, and anybody who tries to stop that will be punished. We are united in crime!"

* * *

Lieutenant Xavier took a long drag from his cigar. It was going to be a long night.

Xavier was in charge of the X-men. A unit of the police force specifically focused on putting a stop to the X-patch trade and combat mutant/mutates criminal activity. It was a dangerous job, and almost all of his force consisted of either mutants or metas. They wore specially designed uniforms, police blue with a golden X for a badge.

Currently, he was in central intelligence with the team tech Forge. He was the only real human on the team, a Native American and a member of Mensa, who turned down a job for the Cabal to work here.

Currently he was trying to patch together their communications. "I am so sorry lieutenant." He said. "I understand how important this is, but there is a lot of damage here." He started tugging more spare parts out of his toolbox.

Xavier tried to be patient. "Sure." He said. "Just remember, next time don't hack into S.H.E.I.L.D. with police equipment." Xavier walked away quickly before he decided to hurt him. He really needed the communications up, now.

He walked into his team's work area. "Summers!" he called.

"Yes Lieutenant!" The reply came from two directions.

"Summers senior!" He called again. This time the right summers came out from behind his desk and walked up to him.

"Summers. Cerebro is down, so I want you and the team out on the streets looking for random cases of mutant or mutate activity. We just had a hot tip from central park on V&G, but it was cut off halfway through. Coordinate your efforts with Phoenix."

"Yes sir." He went to gather the team.

Xavier shook his head. Scott Summers was the best there was at what he did. He was a natural leader, graduated from police academy the top of his class, with honors in marksmanship and strategy. He was one of the weakest of the team physically. His only power was the energy beams he shot from his eyes, and those were solar powered so he had to be in a part of New York that had the sun shining to use them. But Xavier took him in anyways. He'd seen inside Summer's brain. He knew how he thought. He never did anything he didn't want to do, he always thought four steps ahead of his opponent, and he analyzed people according to their strengths and weaknesses, prepared to take them down at a moment's notice, or work with them to get a job done.

Xavier stared after the guy, and scratched his leg. It always itched with the leg brace Forge made him wear ever since his back was broken. He went over to see how Forge was doing.

* * *

Officer Scott Summers gathered his team. "Alright everybody. We just got a hot tip from Central park. V&G. Comm. is down, so we'll be coordinating through Phoenix. Let's go."

They all divided into their partners and started to move out. Summer's partner was Officer Drake. The kid was a trigger-happy little Leeroy Jenkins, so Scott decided to make him his partner, to balance out. The kid had ice powers. Pretty strong ice powers too, but he was still only mastering the basics. He was a rookie. The second-newest member of the team, next to Scott's brother Havoc, and Phoenix.

Phoenix was an extra-dimensional force of nature. On a journey into space to take down a mutant criminal who was holding Uatu the Watcher hostage, Lieutenant Xavier managed to tap into it to save them. This warranted further investigation for Phoenix, so she made herself a human body and checked the team out. Scott fell in love with her, and she with him, so she stayed in human form and joined the team.

"Scott?" She asked.

"Yes Phoenix?"

"What is a… V and G?"

"That's police code for Vigilante and Gang violence. Somebody's trying to save the world."

"Then… should we not be helping them?"

"That's where we're going. We just have to arrest them after we help him."

"Strange."

"Well, they're breaking the law too by not being an officer of the law when they decide to pick fights."

"Would it not be more helpful to help them and then let them go so they may help us in the future?"

Scott jumped into the car and started the engine. "Maybe. But this isn't the future, this is the present. And we've got a job to do."

* * *

The tree had been knocked down. It was lying in the fountain. Peter was under it.

Peter heard the crunching of a gravel footpath. He looked up, squinting. He saw a pair of feet. He looked up higher, and then looked down again.

_Amateur!_ He scolded himself. _Peter Parker you are an amateur!_

The Rhino knelt down next to him. "Maybe nobody told you." He said with a thick Russian accent. "But being a vigilante is tough work. Most of them die. It is not the life for a skinny little twerp like you." He kicked Peter in the stomach. "I would tell you to remember that for next time, but somehow, I do not think there will be one, _da_?

The Rhino picked Peter up by the head, and flung him through the trees. "So long, Spider-man." He said. He turned to leave.

A gentle thwhip behind him made him turn around. Spider-man flew back and kicked the Rhino in the jaw.

The Rhino staggered slightly, and then grinned. "I actually felt that one." He picked up the fallen tree trunk and threw it.

Peter ducked and weighed his options.

Going toe-to-toe? Bad. Better to outsmart him.

Peter somersaulted onto the Rhino's back and clung there for dear life.

The Rhino yelled and shook. He tried to pound him, but he couldn't reach. Then he walked toward the fountain, turned around, and fell in backwards.

Peter grunted as he felt the impact between the bottom of the pool and the rhino's hard back. He squirmed and wriggled, and managed to get himself free. He quickly flipped himself on top of the rhino, and grabbed him by the throat, holding him under water.

The Rhino smiled, and held up a hand above water. As Peter watched, the hand became a fist, and the fist became a finger. Rhino flicked Spider-man off of him like an annoying piece of lint from a rich man's suit.

Peter slammed into a tree. He could tell most of his ribs were broken. He was bruised all over. His costume was torn and his left leg, broken. He got up, and started walking back to the fountain.

"That all you got?"

Rhino looked annoyed. "Just will not die, will you?" He growled. "You are out of your weight class bug. You most obviously have a death wish, and I would be only too happy to grant it if you would just lie down and die."

"Arachnid." Peter managed to cough out through the blood. He didn't like being called bug.

Suddenly, the sound of sirens filled the park. Rhino looked around, and then glared at Spider-man one last time. "The plan was, to leave you out here to die as a message to the other vigilantes. But you just wouldn't die. Ah well." He turned to leave. "You will at least be arrested, which is also good." He disappeared into the forest.

Peter groaned, and activated the beacon on his belt. He almost fell asleep, when a police car swerved toward the tree. A giant man of metal stepped out of the side and held his firearm at Peter. "Put your hands where I can see them," He yelled with a Russian accent. "You are under arrest!"

"Big strong-guy with a Russian accent." Peter muttered as he held out his hands. "Where were you a few seconds ago?" He activated his web-shooters and jammed the officer's gun, running into the park.

The officer's partner held out her own side-arm until he was out of sight. _Officers Colossus and Cherry Bomb had a visual on the suspect._ He thought. _Headed north through central park._ They started off in pursuit.

Peter hid behind a tree, and saw the X-man flying above him. She had a lightning bolt in her hand, and was looking around like she was going to throw it.

Peter pushed the button on his belt again. "C'mon." He muttered.

"There!" Called out a blonde X-man. He launched himself at Peter like a cannonball.

At that instant, he sank into the shadows of the tree and disappeared.

* * *

Peter woke up in the cot.

He groaned. The others would be ribbing him about it for years to come. He just got beat up – no, curb stomped – by one of the worst hitmen in the underworld.

The door opened, and Moon Knight walked in.

"Ah, hey moon guy." Peter waved half-heartedly.

"Night nurse has never seen anybody so badly wounded."

Peter shrugged, and then winced. "I've had worse."

"Peter, you've just had most of your ribs broken by the Rhino. That's almost like saying stilt-man or leap-frog beat you up."

"Moon guy..." Peter started.

"No Peter, listen. You know one of my powers is the Profile. You know I can read people. That's the only reason you're on this team Peter. Because I sensed your good heart, and your unyielding determination. That's why you were accepted into the Marvel Knights. Even though you have no powers."

Peter hung his head. There was the shameful truth. The big milestone. He had no powers.

"Don't feel bad about it. For the past two years you've been putting thugs, muggers, and rapists in jail. You've even got them scared of you. They're running around in the streets hoping the mysterious Spider-man won't catch them, and that's the mark of somebody who's doing his job well. But this was your first encounter with a real super-villain, and frankly, everybody on this team has defeated Rhino at least once. Even Ronin, and she desn't have all the gadgets you do. Now, I know that even when you leave, you'll still try to fight crime. You can't help it. But I can no longer condone putting you at risk in this team. We all voted. You know, Punisher's been trying to have you expelled since you arrived. You're off."

Peter's eyes began to get wet.

"Cloak will show you out." The Moon Knight left, closing the door behind him.

Peter held back his tears. He wouldn't cry. He'd prove himself. He got up, wincing at the pain in his chest. He slowly picked up his costume, and headed out the window.


	2. Chapter 2 The Itsy Bitsy Spider

Peter Parker swung home through the dark skyline of New York city. Everywhere below, he could only see a job waiting to be done, a criminal that needed to be stopped. But he was in no shape for that tonight. Even Spider-man needed a rest once in a while.

His parents had died when he was very little. He knew they fought in the war, and that they were secret agents for the U.S. government. His uncle Ben was a scientist, working to create a larger arsenal for them to use in the fight against the communists.

Then there was the plane accident. At least the newspapers called it an accident. Peter had studied the data from the flight personally and found out it had been shot down. A commercial airliner blown from the sky, with over sixty innocent civilians on board, just so one man could satisfy his lust for revenge and power.

After that, Peter went to live with his aunt and uncle. They lived a relatively normal life and Peter grew up to be an unexceptional nerd. His I.Q. scores were off the charts, but he decided to get a job in photography. Taking pictures for the Bugle.

Just an average kid. Just what he wanted.

Then one night, the last night he would see his uncle alive, he went down to the workroom and found Ben working on a formula that his parents had recovered from Russia.

"Why?" Peter had asked.

Ben just looked at him, for a long time. Then he gestured him over, and said; "Peter my boy… I'd love to just pretend that I'm not who I am. I'd like to be a normal old man, taking care of his nephew, and his wife. But that's a lie. I'm a scientist. Pretending that I'm not is like pretending I don't have any arms. It's not who I am, and it's foolish to even consider. You see Pete, I've been given an amazing gift. A brain. A powerful brain. And I can't just take this god-given gift and ignore it. This incredible power… as long as I have it, it would be a waste to live a normal life. Remember that Peter. If there's one thing I want you to learn from me it's this; with great power, comes great responsibility. Your parents always understood that."

Peter left for work, annoyed at his uncle for not being normal. He went with J. Jonah Jameson on a drug raid. The police broke through the barricaded warehouse doors, and charged in, guns blazing. Peter stood on the sidelines taking pictures. It was one of Jameson's prides that he could be so influential to the police force. He was an investigative journalist, and had taught Peter how to snoop around. He prided his paper on being honest, and had alerted the police force about this shipping operation.

One thug in a pinstriped suit managed to evade the police. He ran straight at Parker, as a police officer stood at the warehouse door, telling him to trip him, stop him, to do anything. But he couldn't. He froze. He didn't have any power here. He couldn't stop the man.

He ran straight past, yelling at Jonah. "I'll get you Jonah! You and everybody around you will suffer!" Then he disappeared into the night.

Peter had his pictures and Jonah had his story. He drove Pete home.

When they arrived, the door was broken in. Peter rushed in, ignoring Jameson's calls to wait. There in the living room, the thug stood in the middle of a pool of blood. His aunt and uncle lay on the floor, bleeding out.

He looked over Pete's shoulder. "You were warned Jameson." He yelled as he cocked his gun and pointed it into Peter's face.

Peter realized something then; he had the power. He had it all along.

He launched himself at the gangster, and beat him within an inch of his life. He only stopped when Jameson put a hand on his shoulder. "Don't boy." He said. "Don't."

He didn't.

The Eddie 'The Spider' Brock died in prison anyway. Shanked by a cellmate who didn't want to share.

At the funeral, Jonah arranged to adopt Peter. He had treated him like a son ever since he'd lost his own anyway. Peter agreed and it was final.

Peter sulked for a month. Nothing could cheer him up. Then he went through his parent's and his uncle's stuff. He found the gadgets his uncle designed. He found the formula he'd been working on. He finished it. He improved it. It became a web, and he became a spider. A symbol to strike fear into the hearts of the city's underbelly. He and Jameson worked on a suit, worked to put Peter in peak physical condition. Peter took the web, and made different cartridges of the stuff for different occasions.

And Spider-man was born.

He had the power. And he accepted the responsibility.

He swung into the open window of the Jameson penthouse. Taking off his stuffy mask he winced, and went searching for an ice-pack. He was certain that some of his ribs had broken again as he'd been swinging.

He walked through the lobby. "J.J.? I'm back." He took off his costume's shirt and belt and checked under his bandages. Yikes.

"Sorry I was out so late." He called as he went to the kitchen. He took an ice pack out of the freezer, and a yogurt. He listened, and decided J.J. was already asleep. As he left the kitchen, he suddenly tripped on something.

He groaned, and slowly eased himself off of his chest. His hands were in something sticky. He lifted up his hand.

It was covered in blood.

He leaped up, and stared at the place on the floor where Jameson's body should be. It was cloaked in shadows; only a hand was visible clutching a phone. It was in the middle of dialing Peter's in-suit number.

J.J. would rather have had Spider-man save him than the police.

Peter knelt down on the floor and began to cry.

* * *

Liz Allen the news lady on channel thirteen had just finished talking about the city's newest gang violence. "And in other news today," She reported, "The business world is shocked by the death of J. Jonah Jameson, Editor in Chief of the Daily Bugle and C.E.O. of ONN."

"He was found in his penthouse by his adopted son Peter Parker Jameson, after he tripped over his coffee table and a piece of a shattered vase was driven through his heart."

"The famed business man took pride in his stand against crime and corruption, repeatedly printing stories in his paper that would have gotten any other man killed years ago. The first assassination attempt several years ago put several of the aggressors in the hospital before they went to jail."

"Theories about a gang attempting comeuppance continue to circulate, but the police insist it was all an accident." A fist drove through the T.V. set, punching straight out the other end.

"The old man left everything including his position as C.E.O. to his son Peter. He will be turning eighteen in two days, and has agreed with his adopted father's plan to take over the business when he has come of age. Although, he will be letting Mr. Robertson, the Daily Bugle's second-in-command take charge as Editor in chief until he 'feels ready'."

"But the business world has its trepidations about young Peter ever really being ready, and with the day he becomes C.E.O. fast approaching, stocks are going down." The fist crashed into the next screen.

"They certainly will now that you've said it." Peter hissed at the broken set.

There was a knock on the door. It was Harry, and his family. "Can we come in?"

Peter opened the door. "Sure." The Osborn family walked in to see the T.V. sets in a mess on the floor. There was only one left, still reporting on Jameson's death.

"Is this a bad time?" Gwen asked.

Peter smiled. "No, not at all. I'll just go get some drinks." He went into the kitchen and opened the fridge. He took a link to all the security cameras in the house out of the ice-box and looked at the living room.

Gwen carefully stepped over the broken glass and T.V. sets, as the baby in her arms eagerly gestured to them as if he wanted to play. Norman had his hand on his son's shoulder and was whispering in his ear. Smiling.

Peter put the link back and got out a pitcher of fresh-squeezed orange juice. And went back to the living room.

Gwen was gingerly picking up the broken sets and putting them in a corner. Her baby was trapped behind a barricade of newspaper stacks.

Osborn stepped forward. "Peter, we've come to offer our condolences. This must be a very difficult time for you."

Peter nodded, glumly.

"If there's anything I can do to help, if you need any advice in running a company, you let me know."

"That's alright. I think I can manage."

There was a slightly awkward silence. "Do you have a broom Peter?" Gwen asked.

Peter smiled at her. He was almost certain that the Osborns were criminals, but he found himself hard-pressed to find anything against Gwen. "Don't trouble yourself Gwen. I'll clean up." He went to a nearby closet and took out a broom.

"Actually Peter, this isn't an entirely social visit."

Gwen glared at her father in law, and Peter gritted his teeth behind his false smile.

"I actually have a business proposition. If you were to sell me your stocks in ONN, I'd be able to take the role of C.E.O. off of your hands. You can take it back at any time of course…"

Peter swung the broom and knocked the last T.V. set against the wall. He glared at Osborn, and whispered menacingly. "Get. Out."

Gwen picked up her baby and the Osborn family retreated.

* * *

In the limousine, Norman glared at his son. "Get him while he's down?" He whispered. "Get Jameson out of the way and have a friend of yours into the prime spot? Manipulate his grief? Does that look like a boy who's going to be easily manipulated?"

Harry shook. "No sir. But I bet it's just a phase. We shouldn't have approached him so soon after the funeral. Let's back off, give him some space, let him cool down. Then when he's more rational, we can go."

'Pipe down.' Hannibal Osborn called out with his mind. 'I'm trying to concentrate here.'

Gwen was frozen, all brain functions ceased. The Osborn baby tossed his Sponge bob doll away and turned his eerie gaze on his grandfather. 'It was a good idea, you blew it. You jumped the gun too early. Pete's not going to be on our side any more. He's still your friend daddy, so you can go talk to him. But he is one-hundred percent against granddaddy taking over.'

The Osborns stared at each other. "Well." Said the eldest. "At least he can't be worse than Jameson.

* * *

Peter went to the fashion show early.

He showed his backstage I.D. and walked over to the door with a star on it. He knocked three times lightly, and then rolled his knuckles against the door. It was his signature knock.

The door flew open, and Mary-Jane Watson fell out and hugged him tightly. "Oh Pete, I am so sorry about what happened. I only just heard it on the news. Are you all right tiger?"

Pete kissed her and smiled. Mary-Jane had cheered him up instantly. She was New York's youngest #1 supermodel and the love of Peter's life. He'd first met her in an alley as Spider-man, taking care of some rapists. It was love at first sight. He dreamed about her, until one day taking pictures of a fashion show for the Daily Bugle. He'd kept some of hers for himself, and tried to get backstage to meet her. He failed. But as luck would have it, the next day they'd met on the street and went for lunch together. He's found out that she wasn't only gorgeous; she was the kindest person Peter had ever met. He attended all of her fashion shoots after that. she'd recently been out of town for a month.

He held up a bouquet of White roses for her. Her favorite. "No M.J., no I'm not. But all my other parents have died so far. I'm used to it by now."

She kissed him again, more urgently. "Don't get used to it tiger. Don't you dare. Nobody should lose as many people in a lifetime as you have."

He smiled. "I'm sorry, but I'm going to have to take a rain check on tonight's show."

She pouted. "And on messing up my make-up afterwards?"

"Yes. I'm sorry, I just have to sort some things out."

She smiled, sadly. "I understand. Do what you have to do."

* * *

Detective J. Howlett, Private eye.

That's what it said on the door to his apartment, and that's what he was.

James' stomach growled as he went in. He popped a can of beer with his claws, sank into his worn couch, and settled down to watch the Pink Panther. Elsee Dee walked in with a newspaper under her arms.

"So, how did the investigation go? Did you figure out who was behind that carjacking ring?" She opened her mouth and played back a recording of Jame's voice. "I swear to you, I will not rest until the carjackers are all behind bars."

"I'm sorry mom." He groaned. "Is this about me not calling last Christmas?"

Elsee Dee was a robot specifically designed to kill James. Every spare nook and cranny in her was packed with explosives or combustible material. She was a cute little girl in a pink dress with blonde hair and a pair of pigtails. Fortunately, she'd been programmed with genius level-intellect and gained sentience. After managing to reprogram her system she began to work as Jame's secretary.

She jumped onto the couch and bounced on his stomach, looking like a girl playing with her skipping rope. "Up and at 'em lazy head. I know you don't need to rest."

He grunted and pushed her off as the doorbell rang. "Saved by the bell." He said as he got up to answer it.

He opened the door to see Peter Parker. He paused. "Come on in." He finally said.

* * *

Jame's office was decorated all sorts of trophies. He had a bear, a shark, piranhas; all stuffed save for the Siberian tiger rug on the floor.

"All of these animals are endangered you know."

"They've been in the family a while."

He sat at his Victorian era desk in front of the glass case, where a suit of samurai armor and a sword rested. He went to the filing cabinet next to it, opened a vanilla binder and wrote 'Peter Parker' on the marker.

"So, Mr. Parker, what do you want?"

"I want you to find the man who killed J. Jonah Jameson."

He raised his eyebrows and closed the folder. "And why didn't you go to the police with this?"

"You mean those corrupt doughnut-dunkers down the street? They say it was an accident."

"Maybe it was."

Peter leaned forward. "J.J. once beat five professional hitmen into submission with his cane. He would not have tripped over a coffee table."

James sighed. "Alright. I'll help out. But you gotta know, that if I don't find anything I'm gonna have to rule the case closed. Everybody trips sometime."

Peter leaned closer. "Also, I want in."

James looked into his eyes. "In on what?"

"In on the investigation. I'm going to investigate regardless; I'm just paying for your help. And I'll be paying extra."

Jame's face was unreadable. "I suppose you've earned that right." He murmured. "But listen, a good detective needs three things. You have to know what other people don't, see what other people don't, and survive what other people can't."

Peter looked around the room. "I know you were in World War One and you hunted all of these animals yourself when it wasn't illegal. I see that the little girl in the corner is a robot. And if you want to see how much I can survive, attack me."

Elsee leaped out of the corner and onto Peter's back. He grunted under the weight, still recuperating from last week's beating. He flipped over, and landed on Elsee Dee. She had his left arm in a hold, and landed on her head when Peter did his flip.

Peter reached down with his other hand and pulled the tiger-skin rug out from under her, and she lost her grip and slid across the room with it, banging into the wall.

"How was that?" He asked.

James shrugged. "You only knew I was in world war one, because I told your old man Richard when I met him, and he wrote it in that little journal of his, which is where you found out about me and decided I'd help you. You guessed Elsee Dee was robot because she looked like she wasn't breathing, and you're right she wasn't, but you had no way of knowing for sure. And I'm glad you're confident enough to beat on a little girl, but you sure got beaten up pretty bad by the rhino last week Spider-man."

Peter was shocked, and sat back down.

"Okay Pete listen, I'll help you out here. But I'm in charge. You do what I say. And I'll take my money in advance."

Peter grudgingly took out a wad of hundreds.


	3. Chapter 3 The Brawl is the Thing

Peter got into James' modified Rolls-Royce phantom. He'd put on his Spider-suit. "You'll need it where we're going." James had explained darkly.

As they drove through the lower streets of New York, Peter asked the question. "How did you know I was Spider-man?"

"I would never be able to figure out that Spider-man was you, don't worry. But it was pretty obviouse that you were Spider-man. I keep track of all my old buddy's families. And Richard was the kind of guy who you knew would never have a normal life."

He thought back to his own family. Back to his mansion in Virginia when he was known as 'young master Howlett'. He was treated with the finest of heirs, until he popped his claws for the first time. His mom had killed herself, followed by his old man.

He was seventeen years old at the time. And he hadn't aged a day since.

After a couple of years of finding out he wasn't getting any older and being ran out of town for being a demon, he'd made his way across Canada to England. There, he met Wiggins. A kid who introduced him to his great mentor, the one and only Sherlock Holmes. He joined up with the Baker Street Irregulars, calling himself patches and learning what he could from Mr. Holmes when he could. Holmes was like a father to him.

"So, how did you meet my dad?" Peter asked.

"In the war." James answered. "We were espionage agents for our respective countries."

Yeah. He still called Canada his country. He still felt a connection to that place, even though nobody there wanted him. Pete's dad was the opposite. He was loved by all his fellow Americans, but he hated his country's past of violence, racism, and discrimination. They'd met up tracking Weapon X, a secret axis project trying to utilize mutants as weapons. Experimenting on mutant and human D.N.A. Working together, they'd managed to put a stop to it.

"So, how are you old enough to have been in World War two?"

James sighed. Pete sure asked a lot of questions. But that was the sign of a good detective, so he'd humor him. "I'm older than that kid. I got this healing ability, makes me almost immortal."

Not really. He could die; it's just nobody's gotten around to killing him yet. His healing factor had naturally prevented most of his would-be assassinations. His claws had stopped the rest. It had almost gotten easy, after he'd been trained in the ways of the ninja in Madripoor.

"If you can heal, why do you have an eye patch?"

"Stop asking questions kid." James growled. That was personal. And the sign of a great detective was figuring out the answers to your questions without having to ask anybody.

After a moment of silence, Peter asked "Where are we going?"

"To see another friend from the war." James took a turn to Yancey Street and drove into the parking lot for the Grimm Youth Center.

"We're not stopping here are we?" Peter asked. "This is Yancey Street."

"I know where this is kid." James growled. "This is where we're going to find information."

"But by the time we come back, your car will be a skeleton!"

"I trust my security system." James said, parking the car. They all got out and Elsie Dee stood on the hood, rotating her head around on her neck to take in the surroundings. Peter shuddered at the sight and followed James inside.

As they reached the door, James put out a hand to stop him. "Last chance to turn back kid. If you come in here with me you're going to be hurt pretty bad."

"I can take anything anybody can dish out." Peter said.

"I hope so kid, because this isn't swinging to the rescue and beating up some petty crooks. This is where you never know who'll figure you out, who'll knife you when you're not looking, who'll go after your family."

"I don't have a family anymore. I have a duty. And I'm going to do it."

James glared at Pete. "Follow my lead kid. Don't do anything without my say so, understand?" Pete nodded.

James knocked on the door. It opened up a crack. "Wolverine." James said. "And I've brought a friend, Spider-man."

* * *

They were led down to the basement, where a bunch of rowdy teens were gathered around a cage. Two teens were pounding each other inside of it.

"Hello Wolverine." Said a voice to the side. Pete turned and saw Ben Grimm for the first time. He looked like a pile of rock wearing expensive clothes. His shirt buttons were undone and he held up his pinstriped trousers with suspenders. His skin was orange and rough, his eyes a faded blue under his spectacles. "I see you've brought some fresh meat, eh runt?"

James smiled and held out his arms. "Been a long time Grimm." He said as they embraced. "I see you've lost some weight. And the toupee thankfully. I hope your circus hasn't gone soft without me here to help beat up your clowns."

Grimm laughed heartily. "Oh, it hasn't been the same without you here to give my boys a run for their money." He gestured to the two in the cage. "But Demolition Man there, he's good. Could probably take even you out, given enough time."

"Don't bet on it." James growled.

Peter observed the two as they talked, unsure of what to make of this. When James led him in here, he'd expected to fight his way through a gang and interrogate the conscious about Jameson's death. But it looked like James was friends with the host. So what were they going to find out here?

Suddenly, Grimm caught his eye. "So, let's have a look at this new face you've brought to the Brawl Wolverine. He looks scrawny but if you've trained him he should be more than a match."

"Yeah, I taught this kid everything he knows." James said, placing a hand on Peter's shoulder.

"What?" Peter asked but he was drowned out by a blaring noise. A red light flashed above the cage as one of the fighters left.

Grimm took a mike out of his pocket. "And Bone Saw is K.O.'d! Demolition Man is the winner!" He called out. "And now we have a special treat, new blood tonight!" The rabble of guys let out a roar. "Who wants to be the first to give a fight club welcome, to the amazing Spider-man!?"

"I will!" One guy called out. "I'll give him a really warm welcome!" Everybody hooted and hollered.

"Alright, it's Spider-man vs. The Crusher! I'll put the odds at five to one against, and when you place your bets remember; Spider-man is a friend of the Wolverine!" The men started muttering to themselves, and went to the betting table to place their bets.

Peter pulled James aide. "What was that?"

He shrugged. "It's one of the rules. Your first time at fight club, you have to fight. I warned you that if you came with me you'd get hurt."

Grimm walked up to them. "Hey, you got powers? An X-patch? You can't use any powers in here unless you got super-strength or super-toughness. And no toys either." He added, eyeing Peter's belt.

He handed it to James. "Watch this for me." And walked toward the cage.

James caught his hand. "Listen kid." He said. "Just lose alright? We're here to ask Grimm some questions, so put up a show and then play possum. The only way out of this is if you're unconscious or standing on the unconscious guy."

Pete nodded and walked into the cage. Crusher was a huge bald guy, with firey tattoos running down his right arm and taped fists. He didn't wear a shirt, showing off his powerful muscles. He growled at Pete.

Pete looked back at James. He was at the betting table, getting a slip of paper. He looked at Crusher. He sneered at Spider-man, and readied himself to charge. Peter was afraid.

Music started to play, a techno remix of _'We Will Rock you'_. The cage door shut, and the horn blared. Crusher charged.

Pete ducked to the side and tripped him up. Crusher collapsed on the ground, and grabbed at his legs. He caught one, and pulled him to the floor. Pete tried to get up, but soon Crusher was on top of him, pounding away. Pete's head banged against the floor and he stopped moving. The blood in his head was pounding to the music.

Crusher got up, and threw Spider-man against the cage wall. He raised his arms and the crowd cheered.

Peter kept on his feet, wobbling. He remembered what James said; put up a show, and then play possum. Get hurt, and leave alive.

Crusher came at him again. "I'm gonna wipe you off my shoe bug!" He yelled, grabbing Spider-man by the throat. "And I'm gonna enjoy it."

Peter raised a shaking hand, and grabbed Crusher's wrist. "Arachnid." He muttered. And he kicked him in the jaw.

Crusher staggered back, and let go of him. He charged again, but Spider-man was gone. He looked around, and finally looked up as the black-costumed teen dropped from the cage ceiling. He brought both fists down on Crusher's head, and kicked his legs out from under him. Crusher fell on his face and raised an arm against Spider-man's punch, rolling onto his back and struggling up.

He stomped his heel onto Spider-man's toes and rose, swinging his fist. Spider-man caught it, and picked him up, throwing him against the wall. Crusher got up, and Spider-man flew at him with a pile driver, knocking him back.

Crusher began to throw punches, but Spider-man came back with a berserker fury, hammering away at him, ignoring all pain. Finally, Crusher managed to put him in a choke-hold.

"You think you're good don't you?" He asked.

"Better than you, cue-ball." He replied, and he kicked himself off the wall, stretching his legs around to trap Crusher's head from behind. Leaning with all his weight, he sent the off-balanced Crusher to the ground.

Crusher rose first, and Spider-man balled up his fists and quickly struck at his head. Crusher staggered back, and Spider-man ran at the opposite wall, running up it and gathering the momentum for a final back flip kick straight at Crusher's chest.

Crusher fell to the ground. He slowly raised his head, groaning, and managed to steady himself on his elbows. Until Spider-man backslapped him, and he was finally down for the count. He lifted up part of his mask and spat blood out of his mouth, and walked out of the cage.

The group of guys patted him on the back as he came out, and walked towards James.

Ben grinned at him. "Some show. How long have you known this guy?"

"Not long." James said, as he popped a claw and tore up his betting slip.

* * *

Spider-man got his aches and bruises looked at on the sidelines. Not the ones on his face though; he refused to take off his mask.

"So, Wolverine." Grimm said. "I know you didn't come here for old times' sake."

"Actually, I did." James grinned at him, showing off his canines.

"No Wolverine. No you did not."

James shook his head. "Heh. You know me too well Ben. I'm checking out the death of J. Jonah Jameson, the editor of the Bugle. Heard anything in the mercenary world?"

Grimm nodded. "Oh, I've heard some. Not on Jameson, but I know something's going on."

"Like what?"

"Well, I don't know exactly, but a few of the boys say that some of the hit men are beginning to get paid a lot more than they used to. They say that the Four Kings have a list, and everybody on that list is going to die before the month is out."

James nodded. "Any word yet on who's on that list?"

"No. these are just rumors flying around Wolverine. No specifics."

"What?" Peter asked from the side. "You mean we came here for rumors?"

James sniffed in his general direction. "Kid, there is a reason why you came to me and not the police right? It's because the police don't know how to look for the 'why'. And that's where rumors are a useful asset in this business."

"I came to you because the police thought it was an accident." Peter muttered under his breath.

James grinned. Peter didn't know he could hear him. "So Ben, got anything else?"

Ben leaned in closely. "One more thing. Somebody said that Deadpool is coming out of retirement."

James breathed in sharply. He grabbed Ben by the collar. "Who told you that? Who told you?"

"Easy Wolverine, easy." Grimm said, backing away. "You know we don't have names here."

"What was this one's name?" James asked.

"Tyr." He said.

James growled and grabbed Peter's arm. "We're leaving now."

Peter pulled his shirt over his bandages as they walked. "What was that about?" He asked.

"Deadpool is one of the best hit men in the world." James growled. "I know Deadpool kid. He wouldn't come out of retirement unless something really big was going down. We have to find him."

"Whoa, what does this have to do with Jameson?"

James paused, and snarled. "Maybe nothing, maybe something. But this whole business about a list…" He shook his head. "Something's going down."

They emerged into the parking lot. James' car was surrounded by Yancey Street teenagers with all sorts of tools in their hands. Some were groaning.

"Hello James!" Elsie called brightly, as she got off the hood and into the back seat.

* * *

Peter woke up the next morning groaning in pain. He had put on some extra bandages and herbal medicine before going to sleep.

He looked out of the window. It was sunny outside. He closed the curtains.

He went to the exercise room and began lifting some dumbbells. Just because he had a rough night didn't excuse him from keeping himself in shape.

"Wow, you just don't quit do you?"

Peter turned and saw James. "I mean seriously, do you know the meaning of the word rest?"

"No." Peter said. "Did you find anything?"

James showed him a disk. "Jameson was gathering a whole lot of evidence against the Osborn family. Not enough to convict yet, but enough to make people see some of the coincidences surround them."

Peter nodded. "The Osborn files. I've helped him gather some of that stuff."

"Did you know that one of the files on here happen to be from the day before he died?"

Peter got up and took the disk to a computer. He inserted it and looked through the files until he found the folder. It was a picture of Norman Sr. with Donald Blake, the famous husband of Janet Blake, a.K.a. The Wasp. A member of the Avengers.

"What does this mean?" Peter asked.

"It means that we're going to have to have a little chat with a few gods tomorrow night." James grunted.

"What?" Peter asked.

"Your security needs upgrading." James said as he left. "I'll see myself out."


	4. Chapter 4 Avenging Punishment

Shiro Yoshida waited at the docks. He had a team of six armed men with him, and he'd hidden several more around the area.

He paced nervously, waiting for his contact; he was ompletely unaware of the sniper rifle trained on his head. A car drove in to the docks and parked in front of the group.

The doors opened, and John 'Pyro' stepped out; he was followed by his own bodyguards, Deadpool and Barracuda.

The man holding the rifle twitched at the sight of the two.

Shiro walked up to Pyro angrily. "You had better have a good reason for making me leave the safety of my home land Pyro." He fumed. Smoke literally rose from his ears. "You know who's after me. You know what could happen at any second."

Pyro held up his hands. "Whoa whoa Mr. Yoshida, calm down. Let's take it from the top alright?"

Smoke continued to rise off of Yoshida. "Calm down? I'm in New York! Why did you call me here?"

Pyro's eyes widened. "Deadpool! Barracuda! Guns ready!"

The armed men at Shiro's side lowered their own weapons, but the two hit men weren't aiming at them. They were scanning the surrounding area.

"What is going on Pyro?" Shiro asked furiously.

Pyro looked into his eyes. "I didn't ask you to come to New York."

Comprehension dawned, and Shiro signaled his own men to search for any signs of trouble.

The man on the roof grinned as his finger tightened on the trigger. Suddenly, something sharp pressed against the back of his neck.

"Do not move." A voice behind him said.

The man raised his arms slowly, and suddenly turned around, stabbing behind him with a knife. The ninja threw his sai and it lodged in his throat. The man gurgled and collapsed.

The ninja lugged the body down to his employer. "Hey boss, I found this man on the roof."

Pyro grinned. "Looks like his little ambush failed."

Shiro's eyes widened. "Are you sure he's dead?"

"Yes sir. I checked his breath on a mirror."

"How did you kill him?"

"With a sai to the throat sir."

Shiro backed away slowly as the corpse stabbed the ninja in the chest. "Pretty difficult to see whether I'm alive or not by cheking my breath, if my throat's blocked by a scrap of metal." He whispered hoarsely. The ninja collapsed and the man rose to his feet, pulling the sai out and dropping it to the ground.

"Who is this guy?" Pyro asked taking him in. You would hardly know this guy had any clothes on underneath all of the weapons hanging from him.

Shiro shook with fear. "The Punisher."

Frank Castle's grin widened and he took off his mask. "What gave it away? The Skull on my chest?"

"He doesn't look so tough." Pyro said, attempting to put up a show of bravado. "What's his power?"

"I have a really big gun." He said, taking said gun off of his back and blowing Pyro's head off.

The Japanese gunmen fired with their modified AK-47s. The Punisher dodged through the hail of bullets, and blew them all away one by one. As they fell, their faces faded away, and became green.

A powerful shot blasted his shoulder, and bounced off the adamantium covered shoulder-blade. Punisher turned as the Barracuda stepped up, with a rail-gun, Deadpool next to him with a pair of powerful new Slug-busters. They started blasting.

The Punisher grinned and took it in, most of the bullets going right through him, or bouncing off of his unbreakable skeleton. The slug-busters knocked him back some, but he kept standing.

After a few minutes the pair of mercenaries ran out of ammunition, and he grinned. "My turn." He said, hefting a bazooka off his back and leveling it. He pulled the trigger, and they dodged out of the way.

Pyro's car blew up and lit the scene, revealing a few dozen more ninjas. Frank smiled and put back his bazooka. His hand wandered over the arsenal of weapons he carried with him, as if decideing which tool would be proper for the job, and he finally pulled an automated crossbow out of its leg holster.

The dark silent projectiles flew through the night, as the Punisher launched himself at the Skrull ninjas, shooting them all full of arrows. He walked slowly through the carnage, working fast and pinning his pointy-sticks-of-death through their heads.

He turned to the three survivors. Deadpool and Barracuda were standing in front of Shiro.

Shiro. Director of Project X. The man who made the X-patches.

The man who made him like this.

He snarled and ran at them, but Deadpool pushed a button on his belt and they teleported away.

The Punisher panted, and collapsed on the ground. Tears ran down his face and he screamed at the sky.

Only to realize it wasn't empty.

Hovering directly above him was the Torch, leader of the Avengers.

"So, having fun on your murdering rampage?"

Punisher nearly flew backwards, as he grabbed a gun – any gun – off of his back and started firing rapidly at the Torch. He conjured a wall of fire to melt the projectiles before they hit him, and then he sent a ball of flames at the vigilante.

Punisher ran desperately, but his way was blocked by Iron-man and the Sentry. "Going Somewhere?" Iron-man asked.

"Actually, yeah. Yeah I am." The punisher took out an e.m.p. and tossed it at the pair of them, running in the opposite direction.

Iron-man yelled as his armor shut down, and the Sentry screamed as his nervous system was zapped. He got up to his feet, smoking, and flew after the Punisher leaving Iron-man in the dust.

"Hello?" He called. "A little help here?"

Janet Blake, the Wasp, flew over to him and zapped him with one of her 'hornet stings'. The generator field on his suit absorbed it, and started up his energy generator again. "Thanks Jan." He said, as he got shakily up to his feet.

"Tony?" Pepper came in over his helmet's radio. "Tony, are you alright?"

"I'm fine honey." He said. "The creep had a… what was it called again? An e.m.p?"

"That sounds about right." Tony's son said over the radio.

"So how's the suit holding up then?"

"You should ease up a little." Pepper said. "I'm feeding the back-up power from life support into your force-field generator and flying power. It's rebooting slowly, so try not to spend all of your energy at once."

"Alright." Tony said, running flying after the team. "But you've never fought the Punisher."

* * *

The Punisher leaped up and grabbed the rung of a fire escape. He really wished he hadn't just taken all of those hits at the dock now; his healing factor was having to work overtime.

The Avengers? How had they found him?

The Avengers were formed by the Wasp and the Torch a couple of decades ago to serve as intergalactic cops. They dealt with threats that were worldwide. So why were they after him?

He reached the top of the roof, and leaped across several buildings. He reached an old church and ducked into the shadow of the angelic statue on the roof to catch his breath.

He sat down panting, as the bullets oozed out of his skin, falling to the ground. He readied his rocket launcher and waited.

Silence.

He leaned around the statue and saw them. The full Avengers roster was on the roof with him, ready and waiting to kick his rear end into next Thursday.

There was Torch, the Wasp, Captain America, Iron-man, the Sentry, Arachne, Falcon, Wonder man, and Giant-man with his robot wife Vision.

He ducked back behind the statue, pumped his gun, and leaped out from the shadows, firing rockets at them. He didn't want them dead; they were protectors of the weak. He just wanted to stun their strongest members to give him a chance to escape.

The Sentry, Iron-man, Vision and Wonder man all fell back under his barrage as he leaped across the roof. He took out his Marvel Knight radio and activated the tracing feature. "I need a way out of here now!" He yelled into it, dodging Captain America's shield. He took out a weapon he'd 'confiscated' from a guy named the Trapster and sprayed the Falcon with it. He fell to the roof with a dull thud. The Torch flew at him and melted the goo as it shot out of his gun. Punisher threw several capsules of liquid nitrogen at him. They melted in mid-air, and sprayed him with their contents, dousing his flame. Punisher hit him with the goo before he hit the ground, to deafen the impact and keep him still.

Arachne and Wasp tackled him, and he managed to throw Wasp to the side before Arachne caught him in a psionic web. He threw a combat dagger through the holes in the web, and it hit her between the ribs. She fell to the ground in pain and he escaped the web, rapidly firing multiple tranquilizers at Giant-man as he reached down to grab him. Giant-man collapsed, and he checked Arachne's pulse. She'd live.

"Any time now Cloak!" He yelled into his radio as the Sentry came back with Wonder-man in tow. Wonder man got him in a hold, but he managed to flip him over, and shoved a grenade down the Sentry's throat. He fell backwards as a firestorm erupted from his mouth, and Punisher took the opportunity to launch another rocket between the Sentry's legs. He fell to the ground, whimpering and holding his sensitive area. Punisher ducked as Wonder man swung at him from behind, and he kicked his legs out from under him, pushing him off of the roof.

Captain America's shield rammed into him, and he was knocked onto a chimney on the other side of the street. Cap jumped across the chasm and began beating Punisher.

Punisher grabbed Cap's fist and pushed him off, but Cap had grabbed one of Punisher's guns and shot at him.

The whole left side of his face got torn off in the blast, revealing his tendons and his adamantium skull. Punisher groaned and collapsed. He looked up. Captain America stood over him.

"You are dead punk." He said.

"What… whatever… happened… to the American way?" the Punisher panted.

Captain America shook with rage. "The American way? The American way!?" With an unholy scream, he leaped on top of the Punisher, and hammered at his face. "What do you know about the American way?"

"No…" Punisher moaned. "Stop... please..."

Captain America stood up. "This is the American way now." He said. "Thanks to you."

And he tore off Punisher's head.

* * *

Torch melted out of the paste, and looked around. Some of the team was getting up. He lifted up his radio. "Peter Gyrich? We're going to need a cleanup crew."

Cap walked over to him, with the Punisher's head in his hand. "Tell him that anonymous tip paid off after all." He said.

"Damm it Steve." Torch knocked away the head. "What have I told you about killing?"

Cap Shrugged. "Not to."

"So what's that?"

"He'll live." He sneered. "He just doesn't have a body at the moment. Besides, he was armed. It was self defense."

Torch glared at him and went over to cauterize Arachne's wound. "We're going to have a talk later."

"Sure thing kid." Cap said. "We can talk. Gyrich can talk too."

Torch grimaced as he remembered th fussy government official, who insisted Cap be on the team.

Cap jumped off of the roof. And into the night.

Cloak surveyed the scene from the shadows, and disappeared.

* * *

Deadpool and Barracuda stood on the roof of a building overlooking the scene.

He grinned. "We'll take care of the shipment from here Mr. Yoshida." He said. He put a teleporter disk on the drug dealer and pressed the button. He vanished, and reappeared in his penthouse in Japan.

"Pity about Pyro." Barracuda sighed. "He never saw it coming."

Deadpool shrugged. "He mouthed off to the Punisher, what did you expect?"

Barracuda took out a piece of paper. "So, cross one name of the list." He grinned. "How are we going to do the others?"

Deadpool grinned. "In the most creative way possible."

They watched as the Avengers loaded Punisher's head and body into a helicopter. As long as he was out of the way, nothing would stop them from taking out the rest of the people on their list.


	5. Chapter 5 Asgardian Territory

Peter walked into James' office. There was a really sick-looking kid on the desk with a board expression on his face.

"You're early Pete." He said. He took an X-patch out of the drawer and held it up to the light. The kid made a grab for it, but James pulled it back. "Uh uh uh Jimmy." He said. "Tell me what you're going to do."

Jimmy nodded. "I'm gonna go find Deadpool."

"That's right." James said handing over the patch.

"What are you doing?" Peter swiped the patch from their hands. "You can't give a kid an illegal substance."

"Yes I can." James said standing up. "He's had it before and now he's so addicted that the withdrawal symptoms would kill him."

"This stuff will kill him anyway."

James sighed. "Yeah, but this way, he'll survive long enough to be strong enough to survive withdrawal someday."

They stared at each other, and Peter handed him the patch. "Why are you even giving this kid a patch anyway?"

"Because other people charge money and he hasn't got any. If I give him a patch, he'll do me favors. You know how each X-patch effects each person differently? Well Jimmy here has a really useful power."

Peter watched the look of relief on the kid's face as he slapped the patch on.

"This feels wrong."

"Sure kid." James shook his head. "Because we all know that feelings govern the laws of morality, not reason. That worked out so well in Star Wars." He put a hand on the kid's shoulder. "Hey Jimmy, you ready?"

He nodded. "Find Deadpool. Right." Suddenly, Jimmy multiplied into five. "I'll find him Mr. Howlett, you can count on me." The multiple Jimmies ran out the door.

Peter glared at James, who just shrugged. "Sherlock Holmes regularly used a group of kids called the Baker Street Irregulars to do find out what he couldn't and run errands for him. Kids are really useful investigators."

Peter shook his head, but let it drop. "Well, where are we going tonight? To find Donald Blake?"

"In a manner of speaking." James said. "We're going to a little hole in the wall locally known as Valhalla. Come on."

They left the office. "I don't feel comfortable taking out my car without Elsie watching our backs." James said.

"Understandable."

"So we're going to have to take a cab."

Peter shook his head. A cab would take too long. "That's okay." He said as they left the building. " I brought my car." He pointed up.

James looked and saw a small black car clinging to the wall of his apartment building. It was decorated with eight white stripes running along its length joining on the roof to make the spider-symbol on Spider-man's costume.

"Cute kid. Does it have eight headlights?"

"Yup."

"Wow. I bet the Spider-buggy gets a lot of attention as it drives up walls?"

"… It's called the Spider-mobile."

James shrugged. "Whatever. My Rolls-Royce was less inconspicuous."

* * *

They parked on the wall of an alley just inside the Bronx.

"So are we going to meet another old friend for rumors?" Peter asked skeptically.

"Nope." James kicked a can at a rat. "We're following a lead."

"What lead?"

"There are two leads here kid. One involves Blake. The other involves a guy who likes to call himself Tyr. They're both found in this neck of the woods. My guess is Jameson was on to something, and the Kings shut him up."

"Who are the kings?"

James looked around warily, and took several sniffs. "Keep your voice down wall-crawler." He pulled Peter closer.

"The kings are the rulers of New York. Not that they don't have their sights on bigger things. The four of them were originally four large gangs that each wanted to control New York. After the great gang wars of '91, they decided it would be more profitable to pool their resources. Now they're just one enormous pile of evil running the whole city."

They emerged from an alley and onto a relatively busy street. Spider-man put on a trench coat and a hat. "Continue." He said, turning up the collar.

"The four kings each control something. The White King controls the thievery, the Black King controls the killing, the Red King controls the magic, and the Golden King controls the drugs. As well as their own private operations."

James held out a hand and they both froze. James whirled around. "What is it?" Peter asked.

"Skrulls." James growled. He tensed up and almost popped his claws. And then he relaxed.

"Only one." He said. "Better make this quick. I don't trust Skrulls as far as I can throw them."

"Are you sure this one was after us?" Peter asked.

"Keep your voice down." Hissed James. "No I'm not sure, but let's make this quick."

They were at the steps of a solitary nightclub. The sign above the door read 'Valhalla' but the last letter was burnt out. The windows were blackened and the only sign of life was a lone man in a black T-shirt leaning back at the door. All around the area was a graffiti sign, a blood red A in a circle.

The bouncer was very muscular except for his stomach. He had tattoos on every inch of his body Peter could see, and his blonde hair was styled in an untamed mullet. Most importantly, he was huge.

James walked up to him, and he looked down at him over his sunglasses. "You've got some nerve to show your face here after last time runt." He growled, picking up a baseball bat. James looked extremely little compared to him.

James shifted his stance, almost imperceptibly. "Easy Heimdall. I think Thor wants to hear what I have to say."

The giant stared at the little man long and hard. Peter waited for five minutes as they each tried to stare the other down. He tapped James on the shoulder. "You said we had to hurry." He whispered.

James broke contact. "Alright Heimdall, what'll it take to get me in?"

"Nothing. If you want to go through this door you shall have to go through me."

Peter winced. After the Rhino and Crusher, he really wasn't up for another battle with some bruiser.

"so, that's it then?" James asked.

"That's it." Heimdall answered readying his bat.

James took a small dog whistle out of his jacket and blew on it. It stun his ears, but he forced himself to endure. To not show any pain.

"Ha!" Bellowed the giant bouncer. "Is that all you've got?"

"It was all he needed." Said a voice from behind. Peter saw the man as if he appeared out of nowhere. He was thin and wiry, not quite as big as the giant blocking the way in. He had slicked back hair and a goatee, making him look like a ferret. He wore Goth clothes and a black jacket with the sleeves torn off. Chains hung from him along with a pair of completely unconcealed handguns. He played with a pocket knife, rolling it along his fingers dexterously.

"I assume you're calling in your favor?" He called to wolverine. His voice sent shivers down Peter's spine.

James tossed the whistle at the new guy who caught it without even a glance in its general direction. "I want to see Thor." James said calmly.

Heimdall's eyes widened. "Nobody sees Thor on a mere whim!" He yelled indignantly.

"It's alright Heimdall." The new figure said coolly. "I'm sure my brother won't mind if I surprise him. You have my permission to let them in."

Heimdall's face contorted with rage, but he stepped aside. "One day Loki…" He muttered.

The man seemed entirely unconcerned. "Only come Ragnarok Heimy, only come Ragnarok." He gestured for them to come inside, and they did.

Inside the club was decorated like an old German pub, with wooden gargoyles carved into the rafters and actual torches hanging from the walls. The place was throbbing to the tune of _'Soulja boy' _and the people on the dance floor were huge. Some more than others. The D.J.'s were three guys, one fat one skinny and one (relatively) short. There were no unattractive women.

As they walked past the bar Spider-man accidentally brushed past a man sitting there. He turned around and grabbed him by the throat, lifting him off the ground. "You want a piece of me little man?" He growled. His face was covered with piercings. He hefted a chainsaw off the seat next to him. "You want a piece of old Sally here?"

"Is that a chainsaw?" Spider-man gasped in fear.

"Yeah it is. What of it?" He asked, poking Spider-man with it. "You saying I shouldn't have it? You denying me my second amendment? I have a right to bear arms. How about you?" He moved the chainsaw to Spider-man's shoulder.

"Skurge?" One of the barmaids asked. "Another drink?"

He turned around. "Thanks Amora honey." He murmured as he downed it. "Now. Where was I…" He hiccupped and promptly collapsed.

The girl looked over the counter at Spider-man. "Are you okay?" She asked.

"Yeah thank you." He said, untangling himself from the unconscious behemoth.

"Just be careful." She said. "Follow your friend now, and don't pick any more fights."

Spider-man hurried after James, careful not to bump into anybody else. He noticed that everybody here carried some sort of weapon. He cursed himself for not knowing more about this place before coming in. He'd have to follow James' lead. They went to the side of the club where there was a row of booths with curtains on them. Loki pulled back one of them.

"Hello brother." He said.

With a squeal, the girl in the booth pushed herself off the man and into the corner. The man glared at them, and Spider-man almost stopped breathing.

He was without a doubt the single biggest man he had ever seen in his life. Massive didn't even come close. And he wasn't just big, he was large. Every single muscle in his body had muscles, taking up nearly the whole booth. He wore a wrestling champion's belt and size twenty one steel-toed boots. His eyes were as blue as a hammerhead shark and looked just as lethal. And on the floor next to him was the mother of all sledgehammers.

He brushed a lock of his long golden hair out of his face and nodded to the girl. She was small and looked around Spider-man's age. She wore a metal bra, a white miniskirt, and almost nothing else. She hurried out of the booth and he picked up his sledgehammer.

"Loki." He said. "If you enjoy your face as it is, where it is, you will give me a good reason why I was interrupted."

He turned to the side and winked at the two teens. "I was just repaying an old favor. James here asked to see you." Thor growled, acknowledging that he remembered James. "Yes, James Howlett. And his friend. They wanted to see you, and now that they have, I'll stay here and watch as you brutally murder them both."

Spider-man dropped into a fighting stance, and then he realized that James was completely relaxed, so he followed suit.

"I've come to ask some questions about J. Jonah Jameson." James said.

Thor stood up and towered over them. "What about him runt?"

"He's dead, and we have reason to believe you were involved."

Thor threw back his head and laughed heartily. "So you think I killed this guy?"

"No. It looked like an accident, not a giant hammer falling on his head. But I think you know something about who did kill him."

"And what makes you think that runt?" Thor asked, pushing James' shoulder.

James glared at him. "Because of a picture I have of you and him talking the day before he died. That's enough time to set up a hit man right?"

Thor swung his fist and shattered a wooden wolf statue into splinters. The club went silent. "First of all, if I want somebody dead, they die buy my hand. Got it? Second, I don't even know the guy."

James took the photo of Jameson and Donald Blake out of his pocket.

"Neither of those guys are me."

"Actually," James said. "One of them is you. I know that you're secretly Donald Blake Thor."

"What?" Peter asked, stunned. There was no way that the skinny guy with the cane in the picture was the hulking man standing before him.

Loki giggled. "It's actually a funny story really." He said. "I tricked Thor into getting daddy mad. Daddy kills him, and I trap his soul in the body of a university professor with osteoporosis. It was epic!" He giggled.

Thor shrugged. "Fine." He said. "I know Jameson, but I didn't kill him."

"But you know who did." James snarled. "Tell me, or your wife will know about your little valkyrie there."

"Enough!" Thor boomed, as he swung his hammer and sent James flying. Spider-man ducked, but the girl came up from behind him with a crowbar and knocked him away too. The pair looked around, as everybody in the club drew their weapons. Somewhere in the crowd a chainsaw revved up.

Thor, Loki, and Valkyrie advanced on them. "You go too far cowardly beast." Thor said as he picked James up and slammed him onto the counter of the bar. "You heal fast. I would much enjoy seeing your head re-shaped itself once reduced to powder.

Loki ducked around him and grabbed Spider-man. He was stronger than he looked and he pulled him in clopse, and pressing a gun to his head and a knife to his neck. Spider-man caught his hand and forced it back, but Loki overpowered him and slit his throat. Spider-man fell to the floor, pressing his hands against the wound, trying to hold the blood in.

Thor raised his hammer over James' head, when suddenly a great **'boom'** shook the club.

Thor hesitated, and the **'boom'** came again, louder. It sounded like a sonic jet was flying above them.

The club shook as a man bigger than Thor walked into the room. With every step he took a clap of thunder rolled through the room, knocking back its inhabitants. His hair was wild and long, but surprisingly regal. Like the king of the bikers. He had only one eye, and a belly that could fit a whole horse in it.

He walked slowly up to Thor, and put a hand on his arm. "Stay thy blow my son." He said. "For their quest is a noble one." He was a mumbler, but James and Peter heard him anyway. He gestured to Loki, and walked slowly back where he came from. Loki took a rag from Amora and pressed it against Spider-man's throat. He and Thor followed Odin, and James did likewise.

They reached the dark back room, and Odin sat down in a large recliner with two crow statues on either side. The two German Sheperds at his in a corner of the room barked as Loki and James came in. Odin gestured at the chairs opposite to him, and everybody sat down. James decided to stand.

"Thor." Odin said, pointing at James. "You will answer yon savage's queries."

Thor stood and bowed. He turned to James. "You heard the man." He growled. "Ask away savage."

"Alright." James strode up to him. "Let's begin where we left off eh? What were you talking to Jameson about?"

"The charity fundraiser event for the Avengers. Speaking of which…" He raised an eyebrow to Odin. He nodded, and pulled back his jacket sleeve. Various runes were tattooed onto his arm. He pressed one, and it glowed an eerie green. It floated over to James, and seared itself onto his head. He screamed, but then the brand faded away.

"What was that?" He asked.

"The rune of silence." Odin mumbled. "You are not permitted to inform anybody of the connection between Thor and Donald Blake. Nor are you allowed to tell Blake's wife of Thor's. Blake and Thor are two separate beings. They have no obligation to each other's lives. Blake will inform his wife of his relation to Thor when he is ready, and you will not destroy my son's friend by revealing the secret prematurely."

James grunted and turned back to Thor. "What exactly about this fundraiser were you talking about?"

"He wanted tickets."

"Do you know why he wanted the tickets?"

"Several prominent figures will be at the event. I suspect he wanted to talk to them. Beyond that, he informed me that something was on the horizon. He said something about piecing together a puzzle."

"Did you give him the tickets?"

Thor sighed. "I didn't understand most of what he was saying, but Blake was pretty smart. He figured out there was a gang war on the horizon. I am the god of war. He started preparing the tickets, but then I took control." He held up the two slips of paper. "Blake wasn't getting these to Jameson." He grinned.

James nodded. "Alright. And do you know anything about Deadpool? I have it from a very reliable source that Tyr said he was back in action."

Thor grimaced. "That's not Deadpool. From what Tyr said, it sounded like some imposter in his suit. But I don't think it's Deadpool." He turned to Odin.

The big man shook his head. "No, no it isn't."

"And you would know." He grimaced. "But Mr. Omnipotent isn't going to tell me who he actually is, is he?"

Odin shook his head again.

James grimaced. "Fine." He said. "But why did you get Thor here to tell me all this if you aren't going to tell me the rest?"

Odin threw back his head and laughed. "Not everything is about you Mr. Howlett." He grinned. He patted one of his dogs. "these dogs," He said. "they will always bark at anybody. Only a true warrior can get past them. They barked when you came in."

James sniffed. "I'm a warrior."

"No, you are a killer. You never fight. You never have in your whole life. Fights are even sided, and you never go into a fight not knowing the outcome." He began to rifle through the runes on his necklace. "You are not a wolverine. You are a sly little mongoose, always looking out for yourself first, and finding the easiest way out of every conflict. Of all the questions you could have asked, a true warrior would have asked whether his brother-in-arms was alright first."

He gestured towards Spider-man who was getting fainter for the blood loss. Odin pulled a rune out of his collection. "This child on the other hand, would have willingly attacked us to achieve his ends. Despite his already grievous injuries, he would have fought Thor himself to do justice for his adopted father." He tapped the rune and the green symbol glowed, and floated to Peter like a puff of smoke, filtering through the gash on his neck. "He, is a warrior if I have ever seen one. You didn't think I thought your quest was the noble one, did you?"

Peter felt like he was breathing in spearmint, and then there was a flash of pain. He winced, and then realized he felt better than he had in a long time. His throat was healed, his ribs weren't sore, even old bullet wounds and scars that were hardly effecting him to begin with, were now gone as if they had never existed. Looking over himself, he realized that even his suit was whole, no tear at the neck and no blood spilled down the front.

"Thank you." He said to Odin.

"It was not yet your time." He replied simply.

"I'm a warrior." James grumbled.

Spider-man turned to Thor. "Can I have those tickets? I'm pretty sure Jameson wanted me to have one of them."

Thor raised an eyebrow at Odin. He fingered one of his runes and nodded. "He speaks the truth."

Thor shrugged. "You get one ticket." He said. "The other one goes to Loki. The runt's not getting anywhere near the party."

"Sweet." Loki chuckled.

James growled, but Spider-man put a hand on his shoulder. "Easy. I think I know how to get another ticket." Then he raised an eyebrow at Odin. "But… you see all and know all don't you? You could just tell me who killed Jonah right now."

Odin smiled. "Little warrior, I healed you because you would have taken the harder road willingly had I not given you the choice. But I cannot give you the easy way out this time. A hard road lies ahead, and you have a destiny." He waved his hand. "You may go now."

"But…"

"You will find no more answers here. You may go."

They opened the door. Many of the men behind it raised their weapons, anticipating an execution of the two intruders.

"Peace." Thor called. "Odin has passed judgement. They will leave unharmed."

The burly men grumbled and went back to what they were doing. Valkyrie walked up to Thor.

"Thor my beloved." She said. "Are you sure we cannot keep them longer?" She glared at Spider-man. "They did trespass."

"Nay. Loki invited them in the first place." He moved to shut the door to the back room behind him, when one of the dogs ran up against it, and began barking. Valkyrie shied away inconspicuously.

James took a sniff and leaped onto Valkyrie, stabbing her in the side with his claws.

Thor roared with rage, and pulled him off of her. "Wait, wait!" James cried. "She's a skrull! Look!"

They turned, and saw her as she transformed into a green-skinned alien. She was wearing a blue uniform with a golden crest on it. She collapsed.

"SHEILD!" Loki yelled. Amora quickly took out a piece of chalk and drew a door on the wall.

"Asgardians!" Thor called. "Let's move!" He opened the, and everybody started filing through.

James grabbed Peter and started pushing him towards the main door. "Ever come across a Shield before Peter?"

"A few times." He said. "What are they doing here?"

"Who knows?" James said looking out the window. There was an off duty X-man car. No police yet. But the Shields would be here soon.

"Alright Peter, you run now, and don't you come back." He pushed him out the door and he ran down the street. The X-car saw him and drove after him. James turned to the almost empty club and began to dress the skrull's wounds.

Suddenly in a flash of light, six women appeared. In midair.

One of them, their leader, had her gun drawn. It was a big gun. She had bright blonde hair, and an eye-patch. "Everybody freeze!" She yelled. "My name is Susan Storm agent of Shield! Get down on the ground and put your hands on your head, or you will be shot!"


	6. Chapter 6 Rematch Rumble

Spider-man ran through the streets with Officer Rasputin and Officer Smith on his tail. They were known respectively as Colossus and Cherry bomb. He dodged their laser fire with ease, somersaulting and cart wheeling, flipping up trash can lids into the air behind him to act as shields. He was feeling great after Odin had done his magic. He was a hundred and thirty percent.

Cherry bomb tossed some of her exploding marbles through the air at him. The explosions startled him, but barely slowed him down. When she threw the next handful, he webbed them up and tossed them back over his shoulder. They hit colossus square in the chest, and he fell back onto his metallic rear end. Spider-man laughed and swung up to his car.

Colossus rose and fired again. "Get back and get the car!" He yelled at Cherry Bomb as he ran past her. "He is getting away!"

His shots blasted off of brick as the spider-mobile zoomed away. He swore, and tapped his foot impatiently, looking down the alley. After a couple of minutes the X-man hover mobile zoomed down and opened the passenger door.

He jumped in. "Go go go!" He yelled as they zoomed off."

"Where is he?"

"He left! Where were you?"

"I was getting the car. Shields were doing a raid at the club right next to it. I was only gone a couple of minutes."

"That is a couple of minutes too long." He said as they drove through the night air. "Where is he?"

* * *

The Asgardians that hadn't left yet charged.

Susan Storm and her howling commandos ducked and began to fire. "Agent Dean!" She yelled. "Get Agent Xavin to safety!"

Agent Dean flew down to help her skrull girlfriend, and blasted away at the nearby Asgardians before picking her up and flying away again.

"Agent Danvers! Agent Walters! Take point!" She and the other three ducked to the side and continued firing as the two powerhouses holstered their weapons and began to plow into the Asgardians.

The fire from their weapons had very little effect on the Asgardians, other than make them angry. Storm narrowly avoided a billiard stick that let off an explosion when his made contact with the wall behind her.

One of the Asgardians broke through, swinging his chainsaw and laughing like a maniac. Agent Darkholme took out a stun baton and charged, touching his face so she could use his powers. He grinned and knocked her back, raising his weapon.

James leaped in from the sideline, slashing at him with his claws. He screamed as his flesh tore off with most of his piercings, and he fell on the ground writhing in pain.

James landed in front of Darkholme. "Hey Marie." He said. "Here, have some of my juice."

The blue skinned girl grabbed at him, absorbing his claws and his healing factor. "Thanks James." She said. "What are you doing here?"

"I'm on an investigation." He said, helping her up. "What's going on?"

"Drug raid." She said. "We want the higher-ups to know we're good for something. Do you know that they called in the Avengers to deal with this vigilante problem? The Avengers!" As she talked, she kept firing at the Asgardians over his shoulder. A couple of them actually went down.

"Seriously?" Ha asked. "Oh man. And you're doing drug raids now?"

"Was doing a drug raid. Xavin called in and said that Spider-man was here."

"You just missed him. He left out front."

Marie walked over to Storm. "Agent Storm!" She yelled over the gunfire. "Permissions to pursue Spider-man!?"

"Permission granted!" She yelled back. "Take agent Lee with you!"

* * *

The Spider-mobile flew over the gap between the two houses as a rocket exploded just behind him.

"Damn he is fast." Colossus muttered. He put the now empty launcher away and took out his sidearm again. "Where is our air support?"

"Incoming." Cherry Bomb said, as another X-car hovered in front of the fleeing Spider-mobile.

"We have him now!" Colossus cheered. The spider-mobile was cut off from the next rooftop, and the only thing on either side was apartment buildings.

The Spider-mobile turned sideways and launched two strands of web from each end of the car. Each one attached itself to a building on opposite ends of the streets and the Spider-mobile ran along the threads of web.

Colossus swore again as it reached the building and drove up it. The X-cars were not suited to rapidly climbing altitudes. He drove his X-car around to hopefully catch the Spider-mobile on the other side, as the occupants of the other car, officers Munroe and Worthington, got out and flew up to catch the fleeing vehicle.

As he drove up the building, Spider-man checked his web gauntlets. He switched the setting to 'cocoon'. He drove onto the roof and flicked on the stealth mode. The giant white spider-emblem faded and his car became as black as night.

The two X-men flew up and looked around, warily. Spider-man slowly rolled down his window, and launched a web at them. Officer Worthington saw it, and quickly dodged out of the way. As it hit the door behind him, it exploded into a web cocoon. He fired more rapidly, and Worthington dodged almost effortlessly.

Spider-man started the car up again and drove at him. He flew out of the way, and he drove down the other side of the building. The two officers followed, and he shot a web at officer Munroe. It exploded around her, and she was wrapped up inside his webs.

She fell like a rock. _'Oh no.'_ Spider-man thought._ 'I only wanted to blind her. She should still be able to fly. Why isn't she flying?'_

Her partner swopped down and caught her, and Spider-man sighed in relief. Until he looked up, and the world exploded.

* * *

Colossus and his partner watched the Spider-mobile come careening down the side of the building.

She smiled. "Looks like it's time for a fastball special, huh?"

She grew a massive orb in his hands, and he opened the car door and heaved.

Cherry Bomb giggled in anticipation. "Tick tock tick tock tick tock… BOOM!!" She yelled as it hit Spider-man's car directly.

* * *

The Spider-mobile zoomed down out of the smoke. The explosion had knocked out the windows underneath the car, and now he was falling out of control. He launched the car's web slingers and the car swung out of control towards the Hudson.

* * *

James sniffed the air. It was difficult to track the car when it didn't touch anything on its way by. Jube and Marie were taking the X-men's statements.

"And then he threw it and it blew up the car, and when the smoke cleared, it had just vanished." A bewildered officer Smith said to the Shields. Colossus was busying himself getting officer Munroe out of the cocoon. James could hear her muffled screaming. He grinned. The kid did have a nice car after all.

He went over and sliced through the thick strands of webbing, and the officer burst out, gasping for air. She cried and began to hyperventilate.

Marie bent down over her. "Relax officer, its okay. Just relax."

James hailed a taxi.

* * *

The Spider-mobile drove out from under the bridge in stealth mode. It had managed to land upside down on a garbage barge and was close enough to the underside of the next bridge for its tires to reach its underside. Spider-man flipped the car, and drove along the streets, mostly taking back alleys.

Suddenly, something hit it on its side and the Spider-mobile rolled through a fence into a construction zone. The rolled to a stop on its roof and Spider-man looked out of the window at a pair of grey feet running towards it. The car was knocked away again, and banged into steamroller. The car righted itself, and Spider-man drove it away, as the Rhino ran straight where it would have been and crumpled the steamroller up like a brown paper bag.

He pushed the heavy machine off of his horn and turned to the Spider-car. Spider-man swung it around and shone his high beams at him.

"Ooooh, scary!" The Rhino yelled, taunting him. "Yeah go ahead, shine your headlights at me! I've been waiting for a rematch ever since you got away from me in the park, and imagine my surprise when your car goes flying right over my head and onto a garbage barge. Well guess what? I'm going to put your car back on that barge, and I'm going to hang up your corpse for the world to see! Are your headlights really the best you got?"

Spider-man glared at him from under his mask and pushed a red button on his controls. A beam of green energy shot out from one of the headlights and knocked the Rhino down. "Maybe not the best, but definitely in the top ten." He grinned.

The Rhino got up, and charged. Spider-man fired the beam again, but Rhino just plowed through it. He turned off the beam and drove away with the Rhino just one his tail. He was surprisingly fast. He flipped open the jet rocket and launch the car's web shooters at a crane. He engaged the rocket and the Spider-mobile shot around. Using the Crane as a pivot, it came full circle and hammered into Rhino with all the might of centrifugal force.

Rhino flew back into a pile of I beams and they collapsed on top of him.

Spider-man got out of his car and walked cautiously toward the pile.

The beams on top shifted, like something was stirring underneath. Then the Rhino's muffled voice yelled, "It'll take more than that to beat me BUG!"

((If this were a movie, this would be the point where the theme song would kick in. It would have blaring trombones, violas and saxophones in the background playing in time to Spider-man's crazy fighting moves, and to top it all off, there would be a choir in the background singing: _'Spiiideeer-maaan! Spiiideeer-maaan! Does whatever, a Spiiiiiideeeeeer CAAAAAAAAAAAAN!'_with a fat lady singing in a foreign language. It would have a dark noir feel to it, but still be exciting. Like the music at the end of Saw, when it was revealed that (spoiler alert!) Saw was the guy lying on the floor for the whole film! Yeah… sadly, you'll have to make up this theme song for yourselves, but in my mind it is awesome.))

The pile exploded and Spider-man dodged between the beams as they flew through the air all around him. To him, it all happened as if he was in slow-motion. He ran up a beam and backflipped into the air, where he slipped his hands into his utility belt and brought them out wearing electrically charged iron knuckles.

The Rhino emerged from the pile and Spider-man landed with a flying kick to his face, breaking his unprotected nose.

Rhino swung his massive fists through the air, but didn't manage to land a hit on Spider-man. Every time he hit somewhere, he was somewhere else, hitting Rhino with his knuckles. Every time a blow landed, it felt like lightning had struck, and Spider-man was already gone.

Rhino began to run, charging out of the pile of beams. Spider-man was still there, hitting at him every step of the way. Every swing Rhino took was wild. He didn't care whether it hit or not, he just wanted to get out of here. He finally outpaced the little guy, when he tripped and fell flat on his face. He turned, and saw the line of webbing that was stretched in front of his feet. He raised his arms to protect his face.

Nothing hit him and he looked around cautiously. Spider-man waved to him from behind the steering wheel of a crane. He looked up, and realized it wasn't a crane, it was a wrecking ball.

It fell on him and he raised his hands. He caught the giant ball in his hands and tried to throw it away. It didn't work. His hands were webbed to the ball.

Spider-man raised the wrecking ball, and began to swing it around. Rhino yelled as he smashed into a cement truck, then a brick wall, then a pile of bricks.

Finally, Spider-man raised the wrecking ball and ran upside down along its arm with a jackhammer. He somersaulted onto the ball in front of Rhino and pressed the Jackhammer to the center of his chest. Rhino screamed as the machine drilled into his armored hide.

"SPIDERS! ARE! ARACHNIDS!" Spider-man screamed as a small patch of Rhino's hide crumbled away. He pulled his arm back and drove his fist through the patch and onto Rhino's unprotected human skin.

He screamed as lightning arced across his skin and out of the small patch on his chest.

Spider-man pulled his arm out, and Rhino gasped like a hot dog. "You… you… can't… you can't… do this to… me…" He gasped. "You can't… beat me…"

Spider-man grabbed his horn and pulled his face up to look directly into his mask's eyes. "I can't? I can't? Don't tell me what I can't do! Do you know who I am? I'M THE GODDAMN SPIDER-MAN!" He brought his fist down onto Rhino's face. And with a crack of thunder, the Rhino finally went limp.

((The music just climaxed. It was awesome. You can go back to listening to whatever mundane music you were listening to in your head before that now.))

* * *

Spider-man opened the door to the Spider-mobile. James was in the passenger seat.

"Why am I surprised?" He muttered.

"Hey." James said. "Some fight you had there."

Spider-man got into his seat. "Get out of the car." He said.

James' eyes narrowed. "What?"

"You heard me. You thought I wouldn't come out of that place alive and you still took me in there. Just like you did in the fight club. Get out of my car. I'll handle this on my own."

James' eyes narrowed. "Oh. So that's it. Listen kid, I told you things would be rough for you, but you wanted in on the loop. You wanted to be there every step of the way. Well guess what? You were in every step and things did get rough. Do not say I didn't warn you."

"You didn't warn me. Not back there. I had no idea about any of the Asgardians before you took me there."

"I warned you to get out when Agent Storm and her howling commandos were coming didn't I?"

"You also told the commandos where I went." He said, plucking a little black electronic spider off of James' jacket. "I had you bugged."

James growled. "So that's the thanks I get huh? Once the goddamn Spider-man beats up his first super villain he doesn't need me anymore?"

"I never needed you to begin with!"

"Oh, you needed me! And you still do! I have contacts!"

"I have some contacts of my own! What do you care anyway if I toss you off the case? Get out!"

"Kid this is bigger than you and Jonah! Something big is happening and we have to get to the bottom of it!"

"There is no we! Not anymore."

James glared, and opened the door stoically. He got out and slammed it behind him. He walked away into the night. When the Spider-mobile drove away, he stopped and sniffed around for any more electronic bugs. He took the ticket to the Avenger's charity ball out of his pocket and grinned.

* * *

Peter Parker frowned deep in thought. James must have taken the ticket.

He was so deep in thought, that when he went backstage to meet Mary Jane after her show, she didn't begin the night by hugging him. "What's wrong Tiger?" She asked.

He gave her a warm smile. "Nothing's wrong M.J." He said.

She put her hands on her hips and raised an eyebrow. "I could see you in the crowd Peter. You looked so… tense."

He grinned mischievously. "Well, maybe we can put a stop to that."

She shook her head. "What's wrong?"

He sighed. He had no idea she could see him over all of those flashbulbs. "I guess I'm just nervous." He lied. "I'm going to be the youngest C.E.O. in history tomorrow."

Mary Jane smiled and pulled him into a kiss. "Don't worry." She said. "Jameson thinks you can do it, and so do I. You'll make a great C.E.O."

"Thanks M.J." He said. He pulled her closer, but his cell phone rang. The caller I.D. said Osborn. He reluctantly opened it. "Hello?" He asked.

"Hey Peter, how's it going?" It was Harry.

"Great." He said. "Look, I'm kind of busy right now so…"

"Oh yeah sure. I just had a couple of extra tickets to a charity fundraiser for the Avengers. I thought as an upstanding new head of business, you and M.J. might want to come with Gwen and me."

Peter grinned and blocked the mouthpiece. "Hey M.J., want to go to a ball this weekend?"


	7. Chapter 7 Calms and Storms

Robby Robertson walked into Jameson's penthouse with a copy of the Daily Bugle under his arm. He went to the kitchen and took the security viewer out of the ice-box. Flicking through cameras, he eventually found one that showed Peter in his Spider-suit hard at work on his computer.

He slid the viewer back into the ice-box and walked over to the grand piano. He entered in the right tune and the wall with the picture of Jameson on it slid open.

He walked into the place Peter liked to call 'the web'. It gave him an eerie feeling. The room was decorated with a web pattern and strands of steel hung from the ceiling. Peter used them to practice his acrobatics with. Along the walls were numbered filing cabinets that held the many inventions of Peter's family. The only light in the room came from the computer screens.

Peter barely looked at him. He was focusing on the computer screen and typing rapidly.

Robby walked up and placed the Newspaper in front of him. The Headline read, SPIDER-MAN EVADES X-MEN. The picture was of Rhino hanging hopelessly under the wrecking ball. "Care to tell me about last night Pete?"

"Good to see you too Robby." Peter muttered. "Don't worry. Nobody got hurt."

"Not what I hear. You're lucky I have some control over the stories or New York would have heard about Rhino being in critical condition. They have to have the Avengers operate on him because they can't get past the suit."

"Nobody cares about him." Pete muttered. "He's a mob hitman."

"And what about officer Munroe?"

That made Pete pause. "I didn't know she was claustrophobic."

"But because of you she's in the hospital recovering from severe shock."

Pete gritted his teeth. "It won't happen again."

Robby nodded. If anybody didn't need reminding of how much he messed up it was Peter. He was so hard on himself already. "So, how did it go?"

Pete shrugged. "Basic introductions were made. I don't think they were taking me very seriously."

"Their mistake." Robby chuckled.

Peter broke into a smile too. "Now I see why Jameson chews everybody out so much. It's great fun, and really relaxing after a hard night of Spider-man."

"So, what did you find out?"

Peter sighed. "Not much. Just that Jameson was onto something big. Something that he needed to go to the Avenger's mansion to find out."

"And what are you doing now?"

"Memorizing the blueprints."

There was silence for a long time. Robby froze while his brain processed that. He started to sputter; "You… you're not… Peter please tell me you're not thinking…"

"I'm going to break into Avengers H.Q. and copy their files. I'm going to do it at the charity ball."

"That's madness!" Robby yelled. "That's suicide!"

"I can find a way." Peter insisted. "Every system has a weakness. All I need to do is find it."

"No way Peter. I tolerate your little hobby, but I'll call the Avengers on you if you go there."

Peter went quiet, and then turned to him. Robby had been his friend ever since he started working for Jonah. "Robby." He said. "He was your friend too."

Robby winced. "Peter…"

"What I'm about to do is going to be dangerous. This'll be the most dangerous thing I've ever done. But I'm doing it for Jonah."

Robby sighed and gave up. "Fine. How are you going to do this?"

Peter gestured back to the screens. "Well, you were right; it is a state-of-the-art system. All of the entrances are guarded. They have scanners that will analyze every layer of clothing for weapons, find the X-gene, and tell whether it's active and what mutant ability is present if it is."

He called up a picture of the Mansion. "The mansion itself just serves as a living quarters for the Avengers. Kitchen, bedrooms, and of course the Ball room. That's where the Ball will be held for the most part. The twenty levels below that are where I want to go. That's where the security center is, the maximum security prisons, the training area, the hangar, and the Avengers Mainframe."

The picture turned into detailed blueprints of each floor. "There are security cameras everywhere and the security center has twenty-four/seven watchmen. The security center is on the third story right next to the mainframe. The first two stories are solid titanium. The twentieth story and the three below it are the training areas and the hangar. Right underneath that are the prisons. And the arsenal and the security guard's living quarters are dispersed all around."

He put several other pictures on the screen. "The Avenger's network controls the entirety of the lower levels. All of the doors are opened and closed at timed intervals, and will only open or close manually for an Avenger. Retinal scan identification only. Thanks to this feature, and the consideration for the lives of their employees, the Avengers have a state-of-the-art life support system for the lower levels. This means the air ducts are large enough that somebody as skinny as me could be able to crawl through them. However, the only entrances to the ducts are through the garden, and guard dogs patrol the area constantly. Interspersed in the ducts are grills that would potentially stop anybody crawling through the ducts, and they are periodically electrically charged. Any attempt to remove them would set off the alarms. Also, thermal scanners in the vents would detect anybody crawling through."

He called up the files for the Avengers, featuring mug-shots of each of them. "And then there are the Avengers themselves. If an alarm is set off and they're in the building they will immediately hunt out the intruder. With advanced planning I could probably fight them all, but the Sentry" He pointed at his picture on the screen. "would pose a challenge. Tougher than steel, stronger than the Rhino, flies at speeds of mach seven, and he can fire lasers out of his fists. Has to take pills to keep sane, so psychic attacks could prove effective. But even if I had psychic powers or some device that could mimic them, the Avengers have two psychics in their employ, and they'll probably be at the ball scanning the place. Also, since he is so… disturbed… I'm betting that he won't be allowed to go, so he'll be down on the lower levels I'm going to break into."

He waited for Robby's response after finishing his explanation. It was as predictable as ever.

"That's suicide Peter!" He yelled. "You'd have to smuggle in all of your equipment in through the scanners, without Mary-Jane or the Osborns knowing! Then, you'd have to sneak out of the party and go across grounds patrolled by dogs! Then, you'd have to go through air ducts that have heat sensors and electric grills, to make it down to the corridors. The doors down there will only open if you're in time to the guard's schedule, or if you've somehow managed to knock out an Avenger and drag him with you without anybody noticing! Then, you'd have to make your way through a maze of security without setting off any alarms! And after you've managed to download an entire mainframe of information onto whatever you've brought along to download it onto, you'd have to make your way back! All without anybody knowing you're gone!"

Peter nodded. "It does sound a little intimidating doesn't it?"

"Intimidating? It's impossible! There is no way you can smuggle your belt or costume in there. You'll have to go through the vents to avoid being caught on camera. And if you set off just one alarm, you're history."

"Yes. The security checks on the way in are by far the biggest problem."

"You think that's your biggest problem?" Robby asked incredulously. "What about all of the metas just upstairs, waiting to get a piece of you?!"

Peter was silent for a moment. And in that moment, he actually thought he'd gotten through to him. "I have to do it." He said.

Robby shook his head. "Come on Peter. Even you can't have a plan to get through this. There is no way. None of your little gadgets are up to the job."

Peter shook his head then started, as if an idea had hit him. "Experiment zero." He said grimly.

"What's experiment zero?" Robby asked, looking around for the filing cabinet then walking towards it.

"Don't open it Robby!" Peter jumped out of his seat and stood between Robby and the cabinet drawer marked zero.

Robby took a step back. "What's in there Pete?"

"Nothing you need to worry about."

"Bull."

Peter sighed. "Alright. You remember when I told you that my Uncle only failed once? This is the failed experiment. It's pretty unstable still; I'll have to put it into a container for the Ball."

"Peter, do you mean to tell me that you have an unstable failed experiment and you're planning to trust your life with it?"

"I've done some tinkering." Peter tried to assure Robby as much as himself. "I know the risks. It could work."

"To what end Peter? To avenge Jonah? All of this, just for revenge?"

Peter put his hands on Robby's shoulders. "Whatever this was, it was so important, Jameson died for it. I think he'd want us to finish his last investigation."

Robby's face contorted into a mixture of fear and sadness. After a conflicted moment, it settled on sadness. "Is there anything I can do?"

Peter nodded. "Gather up all of the information you can on the Avengers. Let's see if we can figure out what Jonah wanted to figure out without having to go to this ball."

Robby nodded and turned to leave. Then he turned back around. "Peter?"

Peter flinched, and then turned. "Yes Robby?"

"You should probably take the Spider-copter and have it hover above the party, in case you need to get away fast."

Peter smiled. "That actually might come in handy... with the stealth configurations… thanks Robby."

Robby left and Peter began to plot his way into Avenger's mansion. It was going to be much more dangerous than he'd let on to Robby. He was glad that Robby wanted to help him, despite that. He really had some amazing friends.

* * *

Doctor Otto Octavius placed a hand on the glass of his aquarium. Several little octopi clung to the rock wall. One of them detached and made its way to the glass. It clung on to the other side of where Octavius' hand rested.

"Ah, yes Machiavelli. Don't worry. You and your children will be getting food soon enough."

He reached over to the control panel at his side. The roof of the aquarium opened, to reveal Scott Lang. Blindfolded, and tied up with a thick black cord. Scott Lang was the one in charge of the recruitment for The Cabal. A petty 'team' of scientists working under Reed Richard's supervision to create a 'better world'.

Scott Lang had denied him entry. For, 'psychological reasons'.

Bah! He was the smartest mind in New York! Did they think they could reject his brilliance because he would refuse to conform to their ridiculous 'standards of mental health', or their precious 'code of ethics'? No, they would suffer for this indignity.

He pressed the intercom button. "Good evening Mr. Lang. How is it, 'hanging'?"

Lang squirmed like a worm on his hook. "Who's there? What do you want? Do you want money? I have millions, you can take it all!"

Otto chuckled at his captive's naiveté. "Oh no Mr. Lang. If I wanted your money, I would have simply taken it. And it would have been easy, with those pathetic safeguards the Cabal has tried to protect it with. What I want is revenge you poor fool."

Dr. Lang actually started to cry at this. "Why?!" He screamed. "What did I ever do to you?!"

Otto gritted his teeth. "You humiliated me of course! I am the greatest mind the world will ever see! What gave you the right to deny me my place in the pantheon of minds you call the Cabal?"

"Who… who are you?"

Octavius ignored him. "But really, I should thank you. If you hadn't denied me entry, I would never have realized my full potential. I would never have realized that I didn't need your sniveling excuse for a high school science club. Despite your best efforts, history will recognize me as the greatest mind since Oppenhiemer! Speaking of which, please give him my regards if you meet him."

"Who are you? I can let you into the Cabal if you just let me go! Oh god! Don't kill me! Oh god!"

Octavius paused, his finger hovering over a button on the panel. "No you poor worthless ant. Not quite. But if knowledge is power… then perhaps I am. As your death draws nigh, scream in fear my proper name; Doctor Otto Octavius. The greatest mind of our time."

He pushed the button.

The rope was cut and Lang dropped into the water, the door closing behind him. He writhed and squirmed, and as his blindfold fell off the last thing he saw was Octavius. Lit only by the rippling blue light emanating from the aquarium, his face lit up with glee. His bulbous form bounced up and down like a giddy schoolchild, as the rocks at the bottom of the aquarium came to life.

The giant Octopus became the color of blood, as a massive tentacle snaked out and wrapped itself around the terrified Scott Lang. With a slightly sickening crunch, he went as limp as a boned fish. The octopus slammed him against the wall several times, cracking the skull and spilling its juices.

The several little octopi swarmed like piranha where it hit and extended their probosci to suck in the errant gray matter. While the giant octopus on the floor pulled itself up to reveal to Octavius its gaping maw. Three sets of teeth extended from the beak and began to tear the corpse limb from bloody limb.

When it was over, the monster lay back down and reached out, placing a tentacle on the glass. Octavius placed his own hand over it. "Thank you Oppenheimer. No, this one didn't hurt me, he was just an annoyance. I appreciate your concern though." He chuckled grimly as his pet belched out the ropes and the clothes. "Yes, I imagine he would taste better than my father. I'm glad you enjoyed it." He leaned in closer and whispered. "I did."

Suddenly, a green button beeped in another corner of his dark lab. He sauntered over, smoothing out his mullet. He hurriedly pulled down his impressive harness and put it on, giving himself four new appendages to work with. He sat down next to a control panel in front of a genetician tank, readying his tentacles over it. He reached one tentacle across his lab and pressed the beeping button.

A television screen came to life in front of him. Osborn's face smiled at him from the view screen and he could see the large form of Wilson Fisk behind him. "Hello Octavius." He said. "Hard at work I see."

"As ever with the workload you give me." Octavius said. He and Osborn were well acquainted. Osborn was nowhere near as intelligent as he, but he was smart enough to be able to recognize his genius and praise it.

"Only because I have so much faith in your genius Doctor. There's nobody else who could do what you're doing for me."

And with that Octavius heartily agreed. "Your fifth assassin will be done in but a moment Osborn. I would have done your fifth by now, but he heartily refused. He said it was a matter of pride that he… 'hunt armed only with skill, honor, and destiny'."

Osborn nodded grimly. "That does sound like Kraven. I'll talk to him. In the meanwhile, have you heard of what happened to Rhino?"

Octavius' eyes widened underneath his sunglasses. "Something happened to him?"

"Yes. Spider-man."

Octavius scratched his head. "I'm afraid I'm not familiar with this… Spider-man. A vigilante I presume?"

"Yes, but he has no powers. He's been active for a while, but he's never been a threat before. Trouble is he's upgraded from small-time to prime-time. I know Rhino isn't the smartest of guys…"

"Understatement doesn't become you Osborn. The man was a Neanderthal. I was surprised he could be bilingual."

"Actually, he's not really Russian. He only used the accent and the word _da_ because he thought it sounded scary."

"Ah. I suspected as much."

"Regardless, he was beaten by a man without any powers. That makes us look bad. Not only that, but now his hide will be available to the Avengers… maybe even the Cabal."

Octavius gritted his teeth. "No! I designed the suit myself. Radioactivity shielding, tough enough to stand an assault from a tank, regenerative capacity. They cannot take my genius! They cannot! How did Rhino manage to blunder?"

"Repeated blows by electrically charged vibranium and then a Jackhammer."

Octavius thought for a moment. "That might work. The repeatedly applied electricity coupled with the vibranium might have been able to reverse the polarity of the suit's protective layer, thus making him able to feel the electricity and it would even cancel out the regenerative abilities long enough for a Jackhammer to apply."

"So in short, the suit was designed to counter large or prolonged attacks, not repeated small ones."

"It would appear so unfortunately. Something to fix in reproduction." He gritted his teeth and started murmuring under his breath. "I just bet the Cabal has the suit already. Oh they're probably just laughing away at the poor sap who designed the suit. I'll show them." He returned his attention to the screen. "We need to show them who they are dealing with."

"Exactly Octavius. That's why we're going to break into Avenger's mansion and take it back."

Octavius broke into a wide smile. "What did you have in mind?"

"First, we upgrade from six to seven. This seventh will be tailored specifically to kill Spider-man."

"Excellent." Octavius rubbed his hands in anticipation. "I already have a little something in mind. And the Avengers?"

"We attack in a week."

Octavius shook his head. "Well that just won't do. In a week, the Cabal might have the suit. I can have a seventh ready to attack this weekend if Kraven declines. There will be a charity ball. That means hostages. Wealthy important hostages."

Osborn nodded. "Good thinking Octavius."

"As ever Osborn."

"But I'll be one of the hostages."

"What place would be safer?"

Osborn laughed heartily, almost falling off his chair. "Alright Octavius. I'm going to leave you to plan for this one. You'll be the first person to successfully steal from the Avengers."

* * *

"James!" Elsie called. "Your girlfriends are here!"

James quickly grabbed the contents of his desk, including his files on the Avengers and the ticket to the ball, and shoved them into a drawer on his desk. He locked it up just in time, as Rogue, Kitty, and Jubilee walked through the door. "You are the worst secretary ever!" He called out to Elsie. She just stuck her tongue out at him.

Marie Darkholme came from a family of crime. Her mother was an international jewel thief who called herself Mystique and was married into the Lehnsherrs. Of course, nobody could prove any of them were criminals. But rumors flew, and she had a tough time in the X-men. She was the first X-woman, and was more effective than the whole force. Eventually she was kicked out, some say it was for her criminal connections but it was really just jealousy. Thankfully, Agent Storm found her and gave her a place in her howling commandos. Since then, most people called her by the name she'd got in the X-men. Rogue. She stole people's life-force when she touched them. Usually it hurt, but thanks to James healing factor he was immortal. He had life-force to spare.

Kitty Pride was the first of the three girls to be on the commandos, but she was younger than Rogue. Kitty was an expert in the fields if electronics and computers. She was the toughest of the three. James had taught them all martial arts, but she was without a doubt the best. Even without her powers, which included the ability to phase through things. After she was a witness to the death of another mutant kid, she also had a magical 'soulsword' that made her hair white whenever she used it.

Jubilee was a Japanese kid he'd rescued off the streets of Madripoor. Kitty may have brains, but Jubilee had the best detective skills of the three. She was one of his kid spies with Jimmy until she grew up and got a job with Shield.

"Hi James." She said. "How's business going?"

"Bad." He replied. "I only have one case at the moment. They've shut off my cable."

"Awe, sounds rough." She said, sitting on the desk. "Want me to help you relax?"

"We aren't here for that." Rogue chided. "James, we're here about last night."

"I thought so." He leaned back in his chair. "Any way I can help?"

Kitty shook her head. "Not on your life. You know how Agent Storm feels about you."

"We're actually here to ask you a few questions." Rogue said. "For starters, Agent Xavin saw you in the club with Spider-man. The claw marks in her kidney confirm it. What case were you working on last night and why was it nessecary to stab s Shield agent?"

James put on his poker face and recited the lie he'd thought up this morning. _You owe me Parker._ He thought. "I was actually about to call you about that. The current case I'm working on… well, it's for the Marvel Knights. You know, I would have just taken the messenger hostage and turned him in for the reward on those guys. But he paid me more."

"You were aiding and abetting…"

"No Kitty, I wasn't. I was aiding and abetting the people of New York."

"What do you mean?"

James shrugged. "Listen, you guys have been trying to infiltrate these guys club for a while now, right? Well, it just so happens that you can't because their leader, Moon Knight, can see right through your guys. And it isn't anything psychic either. It's magic so you don't know how to block it." He leaned forward. "But it just so happens, that I am immune from this guy. You know, one of my mutant powers is, I can only be seen on the color spectrum. Even his magic spectrum can't see me. I can do what you guys can't. I can infiltrate the Knights, call you when I get to their home base, and help you take them out. And get the reward money." He added, as an afterthought.

The girls were speechless. "Um, wow." Kitty said. "Seriously, that's genius! Why didn't we think of using you?"

"Because Storm doesn't trust him." Jubilee said.

"And as for Xavin." He said. "I am sincerely sorry about that. All I knew was that she was a Skrull. You know how I feel about Skrulls. Now that I've smelt her, it won't happen again. You have my word."

"I'll have to call this one in." Rogue left the room and speed-dialed Agent Storm.

"So were you really going to arrest me?" James whispered as soon as she was out of earshot.

"No." Kitty giggled. "I was going to phase us out as Shield bombed this place from the sky. Then we'd arrest your charred remains." The three of them laughed. They all knew it would take more than that to stop James.

"So what was so important the Knights would trust you with this?" Jubilee asked.

"Actually it's an interesting case." James said. "I could use some help from Shield's end."

"And you can have it." Rogue said as she came back into the room. "As long as you keep us in the loop. Storm's desperate enough to get these guys that she's willing to give you a chance. Bet that was a wrench."

"Great." James said grinning.

"One thing though." Rogue said. Her hand reached out like lightning and grabbed his face. He recoiled, but she kept a firm grip as she shifted through his memories. If she didn't find an Avenger besides Spider-man, they'd arrest him.

A tense minute passed, and she let go. "Wow, okay. You're good."

"I know I am." James grinned.

"No, I mean you're… never mind. Just tell us what you know. So far."

James leaned forward. "I've learned that the Four Kings…"

"Who are myths." Kitty said exasperated.

"No they aren't."Jubilee said.

"Well of course they are! I can't find any trace of them on my computers. That means they don't exist."

"Trust me, they exist." James said. "And they have a list. Right now, there are names on this list. By the month's end, the names will be crossed off. Do you see what I'm saying?"

"A hit list?" Kitty asked. "Why do the Knights want to know about a hit list?"

"Obviously, everybody on the list would have to be somebody that the Kings don't want alive." Jubilee said. "Every moment the people on this list are kept safe would frustrate the Kings, which is what the Knights want."

"Yeah, and that's not all." James said darkly. "Rumor has it that Deadpool, or at least a Deadpool lookalike, is taking off the names on the list."

Kitty gasped, but Jubilee and Rogue looked confused.

"Alright." Jubilee said. "Who's Deadpool?"

"I think I saw him in a memory." Rogue said. "He had a red suit with a black patch over one eye right?"

"In one darling." James said. "Deadpool is the most dangerous man on this planet."

"Interpol has forty Gigabytes on him!" Kitty said. "He's one of J.F.K.'s suspected killers!"

"Wait," Jubilee said. "you don't believe in the four kings, but you still read J.F.K. conspiracy sites?"

"He's supposed to be retired now." James said. "It may be a lookalike, but I still want to find him and ask him about this new guy."

"What makes him so dangerous?" Rogue asked.

James looked her in the eye. "He's insane. He has the Healing Factor like me. And he's madder than a hatter at a tea-party where the tea was spiked with LSD." He looked away. "He was one of three people to beat me in a fight."

The girls were silent. They knew how hard it was to do that.

"Wow." Jubilee said. "Why would somebody like that retire?"

"Personal reasons." James said.

"How do you know?"

James was quiet for a long time. "He was the one that taught me how to fight."

None of the girls knew how to respond to that.

"We knew each other for a long while. We met each other train-hopping during the great depression. He was just a kid then. A kid with a Japanese uncle, who'd taught him how to use a sword. Those were good times. Just two kids, riding train cars, katana fighting in the moonlight, taking potshots at rats. Good times." He sighed wistfully. "Things just weren't the same after the Hiroshima incident. But we've kept in touch. Until recently. We haven't spoken in five years. He still sends Christmas cards, but I haven't managed to trace them back to him." He looked up. "I know he's a mercenarie and stuff, but I knew him long before he went mad. He's my friend. And whoever's out there trying to imitate him is going to pay."

* * *

An arrow flew through the air and hit the side of the tank. It exploded and a hundred pounds of cocaine spilled out.

A second later, Hawkeye flew into it. Followed by a very angry man in a high-tech suit.

"I can't believe you just did that!" He screamed. "I just specifically told you not to, but you did it anyway! Do you have any idea how much you are dead right now?"

He grabbed Hawkeye by the throat. "You know what? I'm not going to kill you. Not right now. I'm going to poke your eyes out." He raised his arm, which was covered in spikes like the rest of his body. "Here's a word of advice; never name yourself after the body part that you'd hate to lose the most."

"The eyes ain't what I'd miss the most." Hawkeye sneered. "You're gonna hafta aim lower for that." He threw a handful of cocaine into Porcupine's face. Porcupine dropped him and stumbled backwards, releasing a volley of spikes. Hawkeye dodged them and scooped up another handful of cocaine, running forward and shoving it down Porcupine's throat.

Suddenly, a white crescent-shaped grappling hook shot down and embedded itself in the wiring in Porcupine's suit. Moon Knight leaped down from the rafters, using a beam as leverage to pull the porcupine up. When he reached the bottom of the tank, Hawkeye had already pinned an arrow into the side and he quickly tied the rope around it.

They looked up to admire their handiwork. Porcupine hung from the ceiling, completely out of it. "Nice move." Hawkeye said.

"Thank you. I believe it is called; the Spider-man maneuver."

Hawkeye groaned. "You're not still on about him are you?"

"He was a true hero. We should not have abandoned him. He will only keep fighting on his own, and he is far more likely to be hurt. He has proven that he could defeat Rhino, and within days of being beaten within an inch of his life. "

"Beginner's luck." Hawkeye said. "You have that profile thing right? Why do you keep bugging me, when you know I won't change my mind?"

"You will. Not today, not tomorrow, but as long as I continue to apply pressure, you will burst."

Hawkeye shook his head. He looked back up at Porcupine. "Did I O.D. him?" He asked.

"No." Moon Knight replied. "He was already a drug addict. He will recover."

"Well then maybe you can explain why you're in my bust Moon Knight." He said.

"The Punisher. The Avengers have him. He must be rescued."

"Let him rescue himself."

"You would abandon him too?"

"Hey, you know as well as I do the man's loco."

"But he's a 'loco' we need."

Hawkeye gritted his teeth. "This is the end of the discussion." He said. "I'm already late for my date with Black widow." He jumped out of the vat, followed by Moon Knight. As they left, a head popped out of the cocaine. It wore a red mask, with a patch of black over one eye.

The man waited until he was sure they'd gone, and then he stood up, flexing. One of the Porcupine's spikes was embedded in his lower intestines. He pulled it out, and the wound healed rapidly. He shivered as the cocaine on the wound was absorbed into his system. He jumped up, ricocheting off the walls of the vat and slicing the rope holding the Porcupine up with his Katana. The both fell into the vat. As he checked Porcupine for a pulse, he remembered what Moon Knight had said about Hawkeye.

_As long as I continue to apply pressure, you will burst._

He took out his radio. "Hey Barracuda. What odds are Mojo giving Black Widow being the next one off the list?"

"Seven to one." Came the reply.

He smiled under his mask. "Well, put all of our money on her." He said.

"You got it Deadpool."

As he was getting up to leave, he found a pulse.

He took out his Katana, and cut it off.

* * *

In the middle of night, Rogue got out of bed and put some clothes on._ He really is the best he is at what he does._ She thought, looking down at James between Kitty and Jubilee.

She walked over to the wall, making so little noise that even he couldn't hear, and walked through. She'd absorbed all of their powers during the night. She'd probably keep the claws until she died now. She'd also absorbed a message from Jubilee.

_He's figured out how to trick your power and isn't telling us everything. At midnight, sneak into his office and look in the bottom right drawer of his desk._

She emerged from the wall into his office and phased the drawer out. She laid it out on the desk and took out the first file on the heap. It was a complete profile of all of the Avengers, and their powers. As she was looking through, a ticket to the ball fell out. She eyed it suspiciously, and put everything back where they were. She sniffed them all, and nodded. She was so covered in Wolverine's smell right now he wouldn't be able to distinguish her scent.

She phased back into the bedroom and went back to bed.


	8. Chapter 8 Irregular Dancing

**_Clownwithachainsaw speaking again!_**

**_Remember my disclaimer at the beginning, where I said that everything I wrote about is based on Marvel characters and do not belong to me except for Han Osborn? Well, here we have a few new additions. The Irregulars are a team based off of Sherlock Holmes. Sweeney Todd and Spring-Heeled Jack, are based off of turn-of-the-century graphic novels known as Penny Dreadfuls. And lastly, and most exitedly, there are two characters in this chapter that I made myself. William Parker, and Laura Wiggins. There, now I've given credit where it's due, please read on._**

* * *

The night sky was filled with dense low clouds and industrial smoke. It would have led an eerie gloom to the night, save for the spotlights. They shone out drawing expensive cars and hover cars like moths to a flame. A long line of expensive vehicles stretched through the roads to Avengers Mansion.

"They must have enough valet parkers to fight a war." Peter whispered in awe.

He was driving his new Jaguar hover car. He was wearing an Italian suit, black, with a silver bow-tie, clip-on. Mary-Jane was wearing a long black evening gown with a halter top and a pair of matching elbow-length gloves. She had a silver sash tied around her waist to match Peter's tie. Harry wore a white suit and tie, complemented by Gwen's low-backed white dress.

They finally reached the curb and Peter jumped out to open Mary-Jane's door. Harry did the same. "Nice place." He commented. Peter was forced to agree. The pathway up to the mansion was lined with a hedge of rose-bushes and a moat of fountains. He only saw one of the guard dogs peek out of the thorns. They were well trained.

They walked underneath the grand archways and ornate lanterns. The décor was outmatched only by the music coming from inside. Beethoven's fifth, played with electric violins. They reached the security checks, and all of them were able to walk through. A beep sounded as Peter walked through the scanners. "Sir, what's that in your coat pocket?" The guard asked.

"It's a steamer." Peter said taking it out. "You know, to smooth out wrinkles in my jacket during the evening."

The Guard nodded. "Carry on sir."

Peter glanced over his shoulder. For his plan to work, Robby would have to make it through. He didn't see Robby. But he saw the Rolls-Royce.

"C'mon M.J., let's mix and mingle." He said pulling her over to where he could still see the door, but where he hoped James wouldn't see him.

* * *

James could see him a mile away.

He even waved jauntily to Peter as he crossed under the archways. He wore a white suit with grey pinstripes that once belonged to one of Al Capone's lieutenants. He'd managed to wash the blood off and patch it up good. He'd also combed his wild hair back; making him look like the aristocrat he was, save for the eye patch. He walked through the door behind somebody from the press. By the way he held himself and the smell of cigarette, he was somebody important… he smelled like newspapers…upper management of a newspaper. From the way he nervously twitched the ring on his finger with the black pearl on it, he deduced the ring had a significant part in an event to play out tonight… what could happen at Avenger's Mansion? A dirty deal? No, Peter was looking at him in that way that... The man was Mr. Robertson, editor-in-chief of the Daily Bugle. He knew Peter's secret, and Peter was going to try to break into the Mansion mainframe to get some information.

That spectacular idiot.

"Excuse me kid," The security guard asked. "Who gave you this ticket? You have to be…"

James angrily held up one of his birth certificates, and a forged doctor's note explaining the nature of his 'rare genetic disease' that 'negated all physical signs of aging'.

"Oh, I'm so sorry sir." The guard gave them back and let him through.

He walked into the ball room ready to confront Parker. He wouldn't let him do this.

He was almost at him when he smelled a faint odor. It was familiar… Ah, he remembered the first time he smelled that. In the murky streets of London with the Irregulars. Maybe there was a way to solve this without confronting Peter.

He followed the scent of wild roses and ginger out to the dance floor, and back to London.

* * *

It was at the turn of the century. His family had all died. It was his forty-second birthday, and he still looked seventeen. He'd ran away from his old life, convinced that he was cursed. He constantly tried to kill himself, but all his efforts were in vain.

Then one night, he saw a pair of armed thugs setting themselves upon an old man. James drew his claws and attacked back, only to discover that the man was Sherlock Holmes in disguise. Holmes took him in with the other irregulars.

There were seven of them back then. Gertrude Yorkes was a girl who claimed to be from the future. At the time James hadn't believed her, even though she had a pet dinosaur, Old Lace. She insisted that they call her Arsenic. With a name like that and the stories she told, Sherlock was the only person who wasn't at least a little wary around her.

Then there was Spring-Heeled Jack, or Jack Toynbee as he preferred to be called. But he was constantly bouncing around in his oversized spring-boots, so it was hard not to call him Spring-heeled. He had the power to conjure flames, and he came in handy on many cases where the occult was present. But in James' opinion, he was a little bit off his bloody rockers.

Then William Parker. The Irregulars called him the Spider. Ironic. He was the best pick-pocket and thief in London, but still not good enough to pick Holmes. He could scale Big Ben, and he did so several times during their adventures. Quicker than lightning when it came to picking locks, and quite the escape artist. After he joined the Irregulars, he went straight (almost) and did street magic.

The one who warmed up to James the most was an American boy called Victor Creed. He had senses like his, and could heal almost as fast, but he had the attitude of a cowboy, not an aristocrat. He always carried at least four six-shooters with him at all times, not that he needed them. Victor could lift a carriage over his head, and his teeth could rip through an iron lamppost.

Ralph Wiggins was the team field leader. He was an aspiring pugilist and he could be as tough as nails when he wanted to be. He joined the Irregulars to help his sister, and eventually became quite a good scrapper. If the Irregulars needed money and Holmes had already paid, all they needed to do was bet on him in a fight.

Ralph's sister Laura was the youngest member of the Irregulars. She could see dead people and they all wanted her to solve their problems. She joined the Irregulars because it was the best way she could do that. She was helped by her fairy guide, Firebell. Firebell had a type of magic dust that made everybody fly when they thought happy thoughts. Laura liked to fly everywhere, because the ghosts couldn't fly. Mostly.

James had lived alone or with abusive parents for most of his life. They were his first real family.

The seven of them were sneaking around Fleet Street. Sherlock paid them a shilling a day as retainer, plus a guinea whenever they found a vital clue or solved a mystery on their own. James earned a lot of Guineas for the team.

Three kids tried to sneak behind them. "Say Mary, what do you suppose they're doing now?" James could have heard them a mile away. He nodded to Victor.

"I don't know." Said the girl behind him. "Edgar, you're the smart one. What do you think they're doing?"

The fat child rubbed his chin. "When I was in france for the holidays, Inspector Dupin told me that a bunch of people are disappearing around here. They're probably looking for them. Or what's left of them."

Suddenly, a monster burst from the shadows and the three children ran away screaming. Victor took off his elephant man mask and joined the others.

"What were you doing Victor?" Wiggins asked angrily as James laughed.

"It was Arthur and his little gang of novelists." He said grinning. "They were following us again. Trying to get ideas for their little stories."

"Well there was no need to scare them off like that." He whispered. "Give me your mask, before they write nightmares into their stories and drive little kids onto the streets."

"No." Victor snarled.

"We're here." James said to get them to stop. The type of arguments those two had usually ended in Scotland Yard. They may be his friends, but sometimes they were just children. They were all huddled under the window of the shop. The sign swinging above their heads in the wind read; **Sweeny Todd. Barber. 5 Shillings.**

And that's when he smelled her for the first time.

James turned his head. A woman in very fancy clothes walked up the street. The Irregulars all began to take casual positions, still keeping out of sight of the Barber's shop.

"Here comes his Lady." Ralph muttered to James.

"Who's lady?" He asked.

"Holmes' Lady! She's a jewel thief. Holmes says that if we see her, we should let her do what she does, because she's too smart for us, and we'll only lose her anyway."

James watched her with interest and continued to take in her smell. She smelt like wild roses, and ginger. She paused at the door to the barber shop. And her eyes turned a shining golden color briefly as she smiled at them.

* * *

James smiled at the memory as he wandered through the crowd, sniffing at the air. He homed in on a blonde lady wearing a string of pearls around her neck. He walked up behind her, making as little sound as a wolf on the hunt. When he was directly behind her, an eye suddenly opened on the back of her neck.

He would have jumped back in shock, but they'd been doing this dance for years. It was hard to be surprised at this stage.

"Hello Raven." He said. "Long time no see."

The lady wearing the pearls turned to meet James. They hadn't seen each other in a long while, not since before the last war. To sense him sneaking up on her now, after all these years… "Why hello James." She said. "I hope you aren't here to settle old scores. In front of all these witnesses, and the Avengers."

"I can handle a life sentence or two." James growled. "And after Riechenbach you sure deserve it. But that isn't why I'm here."

"Isn't?" She raised an eyebrow. "Well, your vocabulary has improved. I thought you only knew how to say ain't."

He chuckled darkly. "Would you like to dance?" He asked.

She offered him her hand and he led her out onto the dance floor.

* * *

"Old Lace smells something weird in the pie shop across the street."

Ralph nodded. "Victor, go with Gert and check it out. You know what Holmes says, no clue is too insignificant. Laura, get Firebell to warn Holmes his Lady's here."

Victor and Gert crossed the street, and after a few whispers Firebell flew off into the night too.

James watched through the window as Miss Adler had her hair done. Something wasn't right about the barber though. Maybe it was the way his hair wasn't tamed. Or maybe it was the way his clothes hung off his frail body.

"This smells…" James listened as Victor sniffed across the street. "This smells… like… h… h… human…" Then he realized. It was the way he was preparing his knife, and moving it towards Miss Adler's throat.

James yelled and burst through the door, claws out. Mr. Todd drew back in shock, and pressed a secret button that tipped Miss Adler's chair into the floor. She fell down into the darkness with a yelp, and James jumped down following her.

* * *

"So what are you here for James?" She asked as a waltz played in the background.

"I'm more curious what you're doing here." He countered, spinning her to the music. "An expert thief, in a mansion, with several obviously rich targets to choose from."

"Oh please James, you know that's not my style. I only steal when I can get away with it."

He dipped her. "Could you get away with stealing in Avenger's Mansion?"

She touched the tip of his nose. "What do you think?"

He pulled her back up. "By the way, I've met your daughter, Marie. She's very nice."

She laughed. "I knew she wasn't aging. Been touching you a lot has she?"

"Only as much as you did."

She pulled him close. "Watch yourself James."

He pushed her way as the music picked up its tempo. "Blonde's a new look for you. Who are you here with?"

"I think you already know." She said, dancing expertly.

"At a guess? Him?" He dipped her again, and the both looked up at Xavier, Chief of the X-men. He was standing by the grand staircase talking to Agent Storm.

"Right in one Sherlock." She said.

"But why are you here with him?"

"You're the detective. I'm just the damsel in distress."

He swung her around. "You never answered my question." She pouted. "Why are you here?"

"To solve a mystery… and talk a friend out of a mistake." He leaned close and whispered in her ear. "Are you absolutely certain, that nobody could steal in Avenger's Mansion?"

She was shocked. From the tone in his voice… he was serious. "Yes." She said. "Yes I'm sure."

He growled in annoyance. "Not even something about the size of a marble? Just a simple feat of pick pocketing?"

She thought a while, then nodded, her eyes flashing golden. "Something that small? Possible. That's always possible with the right person in the right crowd. Not on the lower levels though. It's impossible to get down there."

"I need you to do something for me."

* * *

James heard the crack of his bones as he fell onto the cold concrete floor, but he hadn't heard Adler's. He could smell blood though.

"Miss Adler?" He asked into the darkness. "Miss Adler? Are you alright?"

"No I'm not." Said a surprisingly young voice. A young girl with short cut red hair and blue skin stepped into the light. She wore clothes like a street urchin, and her eyes glowed yellow. "Sherlock will be too busy with Moriarty for a while, so he asked me to catch this killer. Don't you know anything? He would never have been able to hurt me, but that fall did! And now he's probably escaped! Who are you?"

"J-J-James." He said nervously.

She tilted her head and took him in. "Oh. You're new here aren't you?"

He shrugged. "Yeah."

She sighed and sat down next to him. "Well, I'm sorry I yelled at you James. Here, Watch this." She held out a delicate blue wrist. It opened up like a knife had slashed through it. James gasped but she shushed him, and the wound closed up again.

"You see James; I'm a shape-shifter. I can look like anybody, and I can look like I've been cut across the throat with a razor. What I can't look like is somebody who's survived a big fall." She stretched out her leg and James saw she had a broken ankle.

"Oh." He said. "I'm sorry Miss Adler. I thought you were in danger."

"A gallant knight defending the damsel in distress?"

"Yes m'."

Her eyes suddenly flashed a bright poisonous green, and her hair grew long and waved in the air like snakes. "I'm not like any damsel you've ever seen." She hissed. She transformed back into Irene Adler and left.

"You sure ain't." He whispered into the darkness.

* * *

Robby watched Peter dancing with M.J. He'd said to meet him with the ring at exactly eleven O'clock. He checked to see if it was still there. He took out a handkerchief and wiped his face. He needed something to drink.

He walked over to the punch bowl, but he bumped into somebody on the way, knocking him back. "Oh, sorry Sir."He said.

"It's alright. No harm done." He smiled and left.

He nervously went to the punch bowl and took a drink. He felt a little more relaxed and felt for the ring. The ring he found on his finger wasn't the one.

His eyes widened in realization, and he looked around frantically for the man he'd bumped into. But he'd vanished.

Peter wasn't going to like this.

* * *

Adler had dug up information on Moriarty. He was going to attempt to assassinate Holmes.

Holmes wove a wild web through Europe, Africa and Asia, with Moriarty on his tail. It was a world-wide game of cat and Mouse, Holmes armed with his intellect and Phileas Fogg's travel expertise, was out to finish his nemesis.

James was on another case entirely, when he realized the danger Holmes was in. He managed to make it to Riechenbach just in time to see him go head-to-head with the Napoleon of crime. He leaped to the rescue…

And a large rock beside him kicked him over the edge. By the time he hauled himself up, both of the brilliant men had gone over the edge. Watson and Wiggins were fighting for their life against… Irene Adler. She was in her blue skinned form, dressed in street urchin's clothes. James hauled himself up and got between them.

"Why did you do that Adler?" He asked.

"Call me Raven James." She said. "That's my real name."

"Answer the question!" He yelled.

"You know I've never been good at following the rules." She replied. Then, seeing the look on James' face, she softened. "I'm heading west, to America. Don't try to stop me. I've outsmarted Holmes, you'll be easy."

And he didn't.

At least, not then.

* * *

Raven slipped through the crowds, slowly turning from man to woman every time she couldn't feel an eye on her.

When she got back to James she was a woman again. "Here it is." She said. "And I want in on it."

"In on what?" He started to walk away.

"Don't insult my intelligence James." She said, stepping in front of him. "You said you were here to stop a friend from making a mistake. Somebody's going to try to break into Avenger's H.Q. and I want in."

"Really? No."

He turned to leave, but she grabbed him and turned him around. "You're going to need all the help you can get."

"Firstly, it's not going to happen. That's why I had you take the ring, so it wouldn't happen. I know you could probably do a life sentence standing on your head, but my friend won't be so lucky. Secondly, I don't trust you."

"Well, you have a funny way of showing it." She turned her back to him. "You really think Parker's going to give up?"

James froze.

"Yes, that's right. You thought I wouldn't notice a Parker dancing with a Watson?" They both turned to watch Peter and Mary-Jane on the dance floor. "I keep tabs on them too James. Especially the Parker family. I could steal anything I wanted, but Will could have done it faster, with more grace, and with less dead husbands. Ah, such wasted potential. If anybody could break into Avenger's Mansion, it would be a Parker."

James thought for a moment. There was some truth in what she was saying. Then the moment was over, and he left. Raven sighed. "You owe me James."

"Clever." Said a voice behind her. "Very clever."

She turned, and saw a tall man with blonde unruly hair stroking his goatee. "I especially like how that opportunity just came out of nowhere and you grabbed it without remorse."

"And who are you?" She asked.

He took a bow. "Loki, god of tricks, mischief, and tomfoolery. I applaud your vindictive scheming Raven, and would like to throw another opportunity your way if you're up to it." He stood. "But alas, time is short and you must return to your boyfriend. Think about my offer. I'll be in touch."

He slunk back into the crowd. Raven followed, but Loki drew to near to the staircase. Almost out of nowhere, Xavier was there next to her. "Where did you go off to Lillandra?" He asked.

She shrugged and gave him an innocent grin. "Just taking a powder break and catching up with an old friend." She said.

* * *

**Hello! Clownwithachainsaw here again!**

**Just so you know... remember my author's note at the beginning? Where it said I don't own anything except Han Osborn?**

**Well, I'd like to say that now I own William Parker as well. And Laura Wiggins. Her older brother Ralph is owned by Sir Author Conan Doyle. Spring-Heeled Jack is public domain.**


	9. Chapter 9 The Plot Thickens

Peter and M.J. finished a slow when Robby interrupted him. "Peter, I'm going to do some interviews. You should come with me, for the experience." He looked more nervous than when he came in.

Peter turned with a sad look on his face to apologize to M.J., but she placed a gentle finger on his lips. "The work of an important man is never done." She smiled. "Go. I'll be waiting for her when you come back."

She went off to find Gwen. Peter stared after her, and reminded himself for the twenty-millionth time how lucky he was, and what in idiot he was for not proposing yet.

"Peter." Robby's whispered voice snapped him out of hiss trance. "The ring is gone."

"What?" He hissed. "That was the key to the whole plan. How was it gone?"

"Well, just before it went missing I bumped into this guy. I think he must have stolen it. I wanted to tell you before I called security, because I didn't know what the ring could do in the wrong hands."

Peter suddenly realized the implications from Robby's point of view. Only he knew what the ring could actually do. "In the wrong hands, it could very well be a weapon powerful enough to kill the Avengers."

Robby almost fainted on the spot. Peter caught him, and dragged him up. "Come on Robby, keep it together man. I don't think it's in the wrong hands."

"How do you know?"

"Well, the guy that took it, did he have an eye patch?

"No."

_Oh._ Peter thought. _This__** is**__ bad._

"Come on Robby." He said. "We've got to go find it before they break the pearl."

Robby finally managed to stand up straight, when they both walked bounced off of Wonderman's chest.

He grabbed them before they fell on the floor. "Easy there, I've got you." He said, showing off his flawless teeth. He hauled the two of them up, and saw Robby's press badge. "Ah, you're from the press? Do you want to ask us a few questions?"

Robby's reporter mode kicked in. "Yes sir, Mr. Wonderman." He said, taking a tape recorder out of his jacket. "The name's Robert Robertson. My colleague Mr. Parker and I were wondering if you would like to give us a private interview."

Peter almost kicked him in the shins. Either Robby was trying to stop him from getting to the lower levels (which he had to admit was a possibility) or he'd forgotten about the whole reason Peter was here (not much better).

"Ah, sorry." Wonderman said. "I'd love to, but it's against Avenger policy to give private interviews to the press. But you can certainly ask a few questions…"

"Wonderman!"

Wonderman cringed as the Avenger's leader John Storm and his teammate Arachne approached them. "What have I told you about the press?"

"To stay away from them." He mumbled as he walked away.

"But we were just about to interview him." Robby protested.

"I'm sorry." Storm said. "He's been prohibited from seeing the press. There have been a few past incidences of major security breaches because of his glory-hogging. I'd be happy to take the interview and answer any questions you may have within reason."

"That sounds alright." Robby said. "Where do you want to have it?"

"How about right here?" Arachne murmured sarcastically.

"No time like the present." Johnny Storm rubbed his hands enthusiastically.

"Well," Robby began, turning on the tape recorder. "You're hosting this fundraiser ball in your mansion because you've made a deal with the city of New York to tackle the vigilante problem. The Avengers are primarily an anti-terrorist organization. Any comment?"

Johnny sighed. "Well, we consider these vigilantes to be terrorists. They use scare tactics to fight a war that is already being fought by highly trained professionals. Instead of joining those professionals, they chose to make it personal and endanger their lives and the lives of others by putting on costumes designed to intimidate and brutally attack those who do not adhere to their own strict code of morality."

Arachne rolled her eyes.

Since he was here, Peter decided to ask a question. "Arachne. Your costume seems inspired from the vigilante Spider-man, and your career started a mere two months after his. What are your thoughts on him?"

She raised her eyebrows. "Well, I think it's okay what he, and some of the others are doing."

"This is off the record." Storm said hastily, trying to cover the tape recorder with his hand.

"No, but seriously." She shoved his hands away. "Do you know how much the crime rate has gone down thanks to them? Sure, some of them may be psychopaths, like Punisher. But look at Spider-man. The guy doesn't even have powers, and just a few days ago, he managed to fight and win against the Rhino. Maybe not the best hitman in the world, but still a hitman. And other meta criminals are being brought in each day."

"But they're undermining the system." Storm said, giving her an annoyed look. "If Spider-man wants to make a difference, he should join an organized crime-fighting unit."

"They he is part of a unit. He's a member of the Knights. And the Knights don't report to anybody, or reveal their secret identities. They also have a member who can tell what they're going to do before they do it, and he keeps them in check. It's the best system I've ever heard of."

"Except they have no rules, no unified code, nothing to keep them in check but one person. And suppose he dies?"

"Maybe they do have rules but they haven't given out pamphlets to people who could find loopholes in their rules."

"Didn't you just admit that you thought the Punisher was a psychopath?"

"Ahem. Excuse me, we're getting a bit off topic." Robby interceded. "So, why did you feel you had to step in?"

"We didn't." Arachne said. "Mayor Von Damme did. He thought that John's brother couldn't handle things."

John glanced over at his sister. "The Super Human Investigation, Enforcement, and Logistics Department does a fine job. My sister didn't get to be where she is today because she lets fish drop through the net. The only reason she hasn't caught them yet is because she didn't have the funding or the resources to do so. S.H.I.E.L.D. is still a relatively new operation."

"Didn't S.H.E.I.L.D. come before the Avenger's?" Robby asked.

"It's all the media." Arachne said, shaking her head. "When we fought the Hulk for the first time, everybody saw us doing what we do best at our best. S.H.I.E.L.D.'s glorious beginnings involved Susan setting up a department all by herself, with a volunteer from the X-men who had nowhere else to go, and a hacker who decided it was a good deal for reduced jail time. Who's more interesting to watch? Who'll have a greater likelihood of brainwashing us all into buying Avengers merchandise, which despite my best efforts are still made in third world countries by less than minimum-wage earning people?"

"So, they decided to take you off catching terrorists to do a job somebody else was doing?"

"We aren't off the job." He said. "We'll always have a few Avengers on standby organized by the Starks in case a terrorist attack crops up."

"And by Starks you don't mean Tony do you?"

"Who, Iron-man over there?" Arachne gestured to Tony Stark, as his wife dragged him away from a flock of girls by the ear. "No, his wife and kid. They're the real geniuses. I honestly don't know why Pepper puts up with such a –"

"Arachne." Storm interrupted. "Tony may not be a genius, but he is a valued member of the team."

"Arachne," Peter said. "It doesn't sound like you agree with the Avengers a lot. But you seem to admire the Knights. Why are you with the Avengers and not… with the Knights?"

Storm glared at him, while Arachne blushed furiously. "Storm, could you do me a fav and pick up some punch please?"

He sighed and left. When he was gone, she leaned in close and took away the recorder. "Just between you and me? I would like nothing more than to give these guys my weeks' notice and hightail it out to the lower levels. But that would be suicide."

She gestured to the Starks. "Tony may just be another playboy, but Pepper is the most brilliant mind on the planet. She's brave too. I mean, can you imagine finding out your employer is being held hostage, then going to your brother's car lot and building a super-suit out of scraps to save him with? You seriously, do not want to play chess with that girl."

She turned to the Falcon. "And the Falcon, damn. He's an ex marine with special top-of-his-class antiterrorist training. And when he got abducted by those aliens, did he lie screaming on the operating table? No! He calmly took in his surroundings, realized what the aliens were going to do, took it, and when they were done, he got off the table kicked some alien tush and flew that plane back to earth."

She nodded towards a couple behind them. "Henry Pym's wife the Vision. Do you know what Vision stands for? Let me tell you that is not a robot you want hunting you through the streets of New York."

"And Storm. His power is so intense that he has to do several exercises in self-control every morning. Even if you somehow managed to turn off his heat, he knows so much Kung-fu he could probably punch out Jet Li. And he doesn't get scared. Ever."

"That's not even mentioning Captain America, who survived a German concentration camp, escaped with all of the inmates after single-handedly killing every Nazi in the place, fought off the army that was headed for Normandy before D-day, shoved a vial of poison down Hitler's throat, killed his family and his dog, and went on to win the Cold War."

"And the Sentry. That guy's like a kid driving a tank. All we have to do is point him in a direction, and we can't identify the bodies afterward." She shrugged helplessly. "I would love to join the Knights, but honestly? They are so outgunned it isn't even funny. It would be suicide."

She gave the recorder back to Robby as John Storm came back with the drinks. "Any other questions?" He asked. "Questions that would be more fitting of a newspaper of the Bugle's status, as opposed to the tabloids? Perhaps you'd like to ask about Arachne's choice of Gothic Lolita style clothing, even in her uniform and evening gown? The fact that we are both British, and maybe there is a relationship going on between us evidenced by the fact that we argue so much?"

"Don't even joke Storm." She grimaced.

"Seriously though Arachne, The questions they're asking you are far too personal."

She stuck out her tongue at him and turned back to Peter and Robby. "I don't mind. I have nothing to hide. But I suppose he's right. Any other questions?"

"Uhuh… Yes. You recently managed to capture the Incredible Hulk. What have you decided what's going to happen to him?"

Peter suddenly spotted James staring at him from behind a fern. He put a hand in Robby's shoulder and whispered in his ear. "Robby, can you handle this? I've got to go…"

"Sure Peter." Robby said, putting all of the hate he could muster into a look that wouldn't look hateful to an outside viewer.

Peter began to move through the crowd.

* * *

Peter while he was being lectured by Arachne. James was walking towards them when he felt the shifting air currents that meant she was blocking his way with her force-field.

He turned around to face Agent Storm. She strode up to him, in a navy blue designer dress. It looked like she had a beef. "Detective Howlett." She said walking up to him. "What exactly are you doing here?"

James thought fast. "I was invited by the Knights." He said. "I don't know who they are or where they are, but they thought I should be here. So, I'm having a good time until one of them comes along and explains."

"Really." Storm raised an eyebrow. "And… when I asked you to keep Shield in the loop, you left this out because?"

"I only just got the ticket this afternoon. I was busy getting ready."

"I see." She raised an eyebrow. "Then why was there a ticket in the bottom drawer of your desk when I sent my agents over?"

He froze. Of course, Jubilee probably got a message to Rogue sometime during the night… "When I said I only got the ticket this afternoon, I meant I only found it this afternoon. Who knows how long it was in my drawer? I found it with a file on all of the Avengers too."

Storm glared through her good eye. "And why on earth should I believe that?"

"Firstly, because it's the truth." James lied through his teeth. "Secondly, because you're so desperate not to have Shield be pushed to the side that you're willing to let an old grudge go. So let me do my job and I promise to fill you in on things in the future. You can even let Rogue touch me again. See if I'm lying."

They were at a deadlock. After a long staring match, Storm finally yielded. "I'll be keeping my eye on you Howlett." She almost growled, and she stalked away through the crowd.

_Well this certainly is a pickle._ James thought. _I'll have to avoid Peter for the whole night in case she sees me. This way I can keep this ring whatever it is, but I can't talk him out of it. What if he decides to go ahead with his suicide plan without the ring?_ He suddenly realized that Peter had seen him. _Oh. No. This is bad._

He looked around the room. He saw Kitty and Jubilee at other ends of the room. Rogue must be too noticeable with her skin. Kitty was wearing a short black wig, and Jubilee was pretend chatting to some guy who couldn't hide his gun under his tux.

She shrugged. She knew he'd seen him. She also knew that her 'disguise' wouldn't work.

He grinned. She may be a tough opponent, but at least she wasn't delusional about how tough.

James began to walk through the crowd, doing his best not to look at Peter who was following him. This would be tricky. He'd have to avoid Jubilee, Storm, and Kitty, whilst not looking like he's avoiding them. He'd also have to make sure that Peter didn't draw too much attention to himself.

He spied his answer right over near the dance floor, chatting to Wanda Maximoff.

He walked up to her and held out his hand. "Pardon the interruption ladies, but may I have this dance?" He asked in his most regal fashion, holding out his hand to Mary-Jane.

She blushed and took his hand. "You can have the dance if I can have your name…"

"James Howlett." He said politely. He led her out to the dance floor and began to dance. As Peter got nearer, he directed the dance so his face was out of Jubilee's line of sight. Then he snaked his hand down and got decidedly fresh with her.

She gasped and pushed him away, punching him in the guts.

"What are you doing?" Peter asked coming up.

"What does it look like? I'm showing the lady a good time." He grinned at the expression on Peter's face. "Want to make something of it?"

"Yes, yes I do." Peter said grabbing James by the suit.

"Then perhaps we should take this somewhere private." He said, winking quickly and pointing behind him with his hidden hand.

Peter either took the hint, or he decided taking it somewhere private was a good idea. "Maybe we should." He growled, pushing James off the dance floor.

"No Peter." Mary-Jane grabbed his arm. "I'm fine, really. You don't need to do this for me. The Avengers won't like it if you fight in their mansion."

"Don't worry M.J.; we're just going to talk. Right?" He asked James fiercely, and he nodded his consent.

* * *

They Peter dragged him into to the men's room. Once they were inside, James sniffed around.

"We're alone." James said.

"Good." Peter replied, punching James into the wall.

"Owww." James moaned. "Nice right hook."

Peter grabbed him by the shirt. "If you wanted my attention, you didn't have to go after M.J."

"I did if I didn't want to arouse suspicions. I've got Shields following me, and if they see us together they might assume you're a knight."

"And why would they assume that?"

"After the little incident at the night club they got suspicious. Agent Storm's always had it in for me. They asked me questions and I lied. I told them I was working a case from the Knights, and that it was a ploy to infiltrate their team. I told them that I'd get them the Knight's secret identities, and they bought it. But then they found my ticket and realized I was up to something. So, now they'd be suspicious of any vigilante activity at the ball tonight."

Peter sighed and put him down. "Thanks for the warning. Now, Robby was wearing a ring when he came in. Now it's missing."

James nodded. "You're going to use whatever it is to break into the lower levels and find out what Jameson was looking into at the time of his death, aren't you?"

Peter gritted his teeth. "Give it to me James."

"I can't let you do this."

"So, you're going to arrest me then?" Peter asked. "And what's stopping me from just knocking you out, tying you up, and taking the ring."

James glared. "That's not what I meant."

Peter raised an eyebrow. "What did you mean?"

"I meant that I've talked to a world-class jewel thief. Even she thinks it can't be done. At least not by one person. I can't let you do this."

"And why do you care about whether or not I succeed?" Peter asked. "Why would you lie for me?"

James growled. "Because I like you kid. I've known the Parker family for a long time. But none of them were like you, though, some came pretty close. You want to find who killed Jameson? I'll help you. But this isn't the way."

Peter put him down. "Than what is the way?"

James thought. "I don't know yet."

Peter shook his head. "This is the only lead I've got, and I'm going to follow it."

"But don't you see? It's madness. Suicide. You'll be locked up forever."

Peter shook his head. "Would I have come at all if it were madness? I have a plan. All I need is that ring, and I can do this no problem."

They stared each other down for a long while. "James, you thought I couldn't beat Crusher either. But I did."

James sighed, and gave Peter his ring. "I want in on this." He said.

"Again, why?"

Again, because I like you." James said. "And also because If you're caught then so am I, so I want to make sure this thing goes off without a hitch.

Another man walked into the bathroom with them. "Hello Raven." James said.

"The Shield wearing the black wig is headed this way." The man said.

James swore. "Alright, you wanted in on this? Go pretend to be me."

The man nodded, and transformed into James and walked out.

"Friend of yours?" Peter asked staring after him.

"Sort of." James replied. "So, whatever your plan is, I suggest you get it started."

Peter thought for a while, weighing the pros and cons. On the one hand, James always threw him into the thick of a mess, and never did any work besides think. But… that thinking might come in handy. And according to him, he did lie for him. But he just couldn't see from James' point of view.

"Last chance James." Peter said. "Tell me the truth this time. Why do you really want to help me?"

James looked away. "You aren't the only one in the world who's lost family kid."

That settled it. "Alright James, you're in."

James nodded. "Thanks Pete. Now, what's your plan?"

"I'll explain it on the way." Peter said. "But first, you have to promise to do what I say.

"Sure Pete. I promise. It's your plan anyway."

He held out his hand. "Shake on it." Peter said.

James grabbed the hand and shook.

There was a crunching sound.

James pulled his hand away. Peter had put his ring on upside down, so the pearl was facing his palm. Except it wasn't a pearl, it was a black paintball or something. The inky substance was splattered all over both of their hands.

"What is this stuff?" He asked.

Suddenly, the substance moved.

Just a little twitches at first, but then began to wrap itself around their hands.

James almost let out a yelp, but Peter put a hand over his mouth. "This is experiment zero." He said. "My uncle got it into his head one day that he was going to cure cancer. So he went to the foremost specialist on the disease, Professor Curt Connors."

He took his hand off of James' mouth, and watched as he struggled against the goo, as it expanded over his body. He looked down at his arm and saw that experiment zero had engulfed up to his arm as well.

"He and Connors worked together to make a living suit… a symbiote. It would be designed to replace the immune system of the suit's wearer, feeding off of white blood cells and healing any diseases the wearer might have. It would work via a mental link with the wearer, allowing it to take whatever shape it chose. It worked. But there were side-effects."

"Side effects?" James asked in terror.

"The suit was able to amplify all the attributes of the wearer by three-hundred percent. The initial test subject was stronger, faster, and tougher. Unfortunately, the human mind can only take up to one-hundred percent capacity. The test subject… an innocent rabbit… was soon driven insane, by the symbiote, which proved its self-awareness by learning our language.

"It took control of the rabbit's motor functions and ate through the bars… its teeth had grown three times as sharp. After twenty-four hours, the rabbit was dead and the Symbiote had found another host… this one a human."

James drew his claws and began slicing at the symbiote. Even though he now had four claws, and they were apparently sharper, the symbiote just kept growing.

"It was discovered that the symbiote gathered accumulative abilities. It was soon three times as strong as a rabbit, added on to three times as strong as the lab technician. When it managed to find the mutant scientist working at the lab, he had his powers, times three."

"Thankfully, his powers were sonic in nature, and the sonic vibrations managed to escape its control and destabilize its bonds. The symbiote died."

Experiment Zero had now covered both of their tuxedos and was working up to their faces. James collapsed on the ground, but continued to slice at it.

"I've made some modifications based on my uncle's notes. Based on my tests, Experiment Zero will not gain self-awareness for two hours, by which time we will need to have discarded it. According to my plan, we'll be able to get in and out of the lower levels in one hour, which will give us plenty of leg room. It also has a variety of additional features which should come in handy."

Peter experimentally flexed his arm, and four claws shot out. He'd guessed that exposing the symbiote to both of them at once would have that effect. The two of them were now individually three times as strong as both of them would normally be together.

Experiment Zero climbed up Peter's face and covered it up. He sent out a signal, and the suit thinned itself around his mouth so he could breath. Looking down, he saw that the suit had formed a perfect replica of his Spider-man costume.

James was still on the ground. He was choking to death, as the Symbiote covered his face. Peter bent down and touched their suits together. _All you need to do is think of air, and it'll let you breath._ He thought through their suit's mental link.

A hole opened up on James' face and he gasped for air. The suit began to morph into something pointier than Peter's with grey stripes. He rose unsteadily to his feet. "That… was uncomfortable."

"The worst is just ahead."

James grinned. "Bring it on."


	10. Chapter 10 The Sinister Seven

(( Okay, now is when the break-in music starts. It could be the music from National Treasure, or some other break-in movie, just not James Bond. Do not think about the James Bond music whilst reading this. If you've ever seen Night in the Museum, the music where Jebediah and Octavius do stealthy things is the music I'll be listening to. I recommend it.))

Avenger's mansion stuck out in the New York skyline. A beautiful medieval castle transported from across the seas and rebuilt to house heroes. Hardly anybody even thought about what it was sitting on, except for the people on New York's lower streets.

The mansion was but a crown on a looming black-bricked fortress, solitary, impregnable, and if you're trying to break in, intimidating.

The mansion's garden was very ornamental, full of rose-gardens hedge-mazes and trees cut to look like the Avengers. Every so often a guard would pass by; shining his flashlight into the garden's corners, or a dog would pass by, sniffing for unfamiliar scents.

Spider-man poked his head out of the bushes. _Alright James._ He thought. _From here on in, we don't make a sound or the dogs will hear us. Psychic communication only._

_Sure thing Parker._ James thought, climbing out of the bushes.

_No wait, not yet!_ Spider-man pulled him back, just as a dog came around the corner_. Be very still, and keep quiet. _He thought.

The dog stiffened and sniffed the air experimentally.

"Do you smell something Charlie?" The owner asked.

_No Charlie, you don't smell anything._ James thought.

The dog growled a little. _Why I not smell anything?_

_Did that dog just talk?_ Spider-man asked.

_You don't smell anything because we're your friends and you don't want us to get caught._ James thought.

The dog shook his head and led his owner away.

_When were you going to tell me you could talk to dogs?_ Spider-man thought angrily.

_I can also talk to wolves and even wolverines._ James shrugged. _I thought you already knew._ _The suits have both of our memories._

_Well stay out of my memories wolverine-man._ Spider-man hissed angrily. He spun a strand of black webbing across the garden. _Follow me. Quickly._

Spider-man sped across the ropes, not making a sound. James shimmied after him as fast as he could. They made their way silently over the hedge-maze. Spider-man stopped in the center of it and slowly lowered himself down. He looked almost like a real spider, as he descended onto the grass on a single strand of webbing. Then he grabbed a section of the grass and pulled himself up.

The grass was a vent covered in a hologram, and he pulled it up to reveal the large dark ventilation tunnel. A fan was spinning silently below him. He gestured for James to hurry up and handed him the vent entrance's cover. _When you follow, make sure to close up behind you._

_No problem._ James thought, taking the cover and trying not to fall off the web.

Spider-man activated the super-magnet devices he'd installed in the soles of his dress shoes. The symbiote moved away so they'd work, and he jumped silently into the vent. He stuck both his feet out just in time, and caught the side of the walls before he got diced by the fan.

James crawled cautiously over the vent's entrance, and jumped in too, with the cover behind him. Spider-man grunted as he fell on his back.

_Sorry._

Spider-man focused his attention towards the fan. He began to shoot the symbiote's webbing at it. The black substance began to work and the fan slowed down. When he felt it was enough, Spider-man thought _jump!_He and James leapt down through the slow-moving blades just before it started to speed up again. Spider-man quickly stuck out his legs again, and caught James.

_Remind me why I brought you again?_

_Because we're an unstoppable team?_

Spider-man glared, and began to descend into the maze of vents. _Alright James, here's what you need to do now._

_What?_

_The vents have high-tech heat sensors. You need to put the suit to stealth-mode._

_Stealth mode?_

_Here. _Spider-man sent a thought command to James' suit. _Alright; now the suit should stop anything from coming out. Mainly heat, noise, or light._

_So you mean I'm invisible now?_

_Almost, you still have a faint outline. But yes, it should be enough to fool the scanners._

They reached the floor and dropped James. _We go right._ Spider-man said, leading the way.

They soon reached an electric grate. _What now Parker?_ James asked.

Peter shot out symbiote webbing at the grate, insulating it. Then he popped one of his new claws and cut it out.

_What would you have done without my claws?_

_I would have had to try and tear it out. Thankfully, I don't have to now, which will speed things up._

_You see? It's a good thing you brought me with you._

They continued like this for a long while. Spider-man leading the way, removing the electric grates and carrying James when they reached vertical shafts._ Left, right, left, down, right, down, left, right, down, left, down… _Spider-man counted the turned in his head.

Eventually they reached a dead end. _What happened?_ James asked.

_Nothing._ Spider-man whispered. _The vent we're in isn't the only vent in the building. Just the one that's most accessible from the surface. Now that we're in, we'll switch vents and go the rest of the way._

He removed a grate to an empty corridor with cells lining the side. _Remember, this is the containment block. That means there are hardened criminals waiting on the other side. So keep stealth-mode on, and hopefully they won't notice and sound the alarm._

The pair crept out into the corridor. This was one of twenty containment units spread through the lower levels, and Peter had no way of knowing which criminals were being held in this section, or even if there were any at all.

A piercing whistle shrieked through the corridor. Spider-man and James fell face-first on the ground as the symbiote writhed in pain.

_What. Was. That?_ James asked.

_I have no idea._ Spider-man groaned. _Although, now might be a good time to tell you_ _the symbiote reacts negatively to sonics._

_No kidding?_ James asked, as he got up and began to check the cells.

Most of them were empty, but two of them had inmates.

"You figured it out yet doc.?" Frank Castle asked.

"No…" Another whistle echoed across the steel walls, this time lower in pitch. James and Spider-man doubled over.

"Well don't keep this up all night." Castle grunted. "I need some shut-eye."

"Well, well. Frank Castle." James made his costume visible. "What did you do to get yourself in here?"

_James, stick to the plan-_"Punisher?" Peter asked in disbelief. Frank Castle was lounging in the cell, one eyebrow raised. He wore the standard Avengers red prison uniform, but he'd torn the sleeves off revealing a pair of skull tattoos. He was propped up with pillows and he had a neck-brace.

He shrugged. "I only tried to kill some old friends from project X. Now how'd you get in here?"

"Castle?" Asked the person in the other cell. "Who's there?"

James chuckled. "Well, if it isn't my two favorite people. Frank Castle and Bruce Banner."

The other cell was inhabited by a frail-looking man with long hazel hair and a sickly complexion. Unlike Castle, his uniform was a deep purple. One of his hands was covered in metal plates.

"Oh no." Banner groaned. "Please tell me you aren't here to try and beat me up again."

James shook his head. "What on earth are you doing in there Banner? You're making my ears bleed."

Bruce pointed. "These are sonic locks. I'm trying to pick them."

Spider-man gritted his teeth and stepped out of the shadows. "We'll get you out on the way back."

Castle raised an eyebrow. "Spider-man? Why would you help me?"

"Aside from the fact that Knights are **supposed** to look out for one another?" He glared. "We'll erase the camera footage on our way out, but if we leave you here, you can identify James." He brushed past him. "Nice going. See if I take you anywhere again."

James shrugged, and dug a fist into his stomach. He grunted in pain and pulled out a trio of handguns. He passed one through the bars of the Punisher's cell. "Here." He said. "Don't shoot yerself."

"Where did you get those?" Spider-man asked.

James shrugged. "I stored them in my liver just for tonight."

Spider-man shuddered at the thought and opened up the next air duct.

The pair crawled in and began the next leg of their journey through the cramped metal vents. Spider-man still led the way, cutting through the electric grills. The symbiote shielding them for the infra-red sensors.

_Why did you do that?_ Spider-man asked.

_Do what?_ James asked.

_You know, uncloak so you could gloat at those two._ Spider-man looked over his shoulder at him. _You blew our cover. The best we can hope for is that the security guards are distracted by the party. Why would you do that?_

James shrugged as best he could in the damp space. _We have history._

_So, that's your excuse? You have history? That's why you blew our cover even when I gave you this chance to be in on the mission?_

James shook his head. _Listen kid, history's important to me. I don't expect you to understand…_

_Good, because I don't. History is history. The present is the place where we both get locked up if you don't get your act together. _

_Hey kid, we've got history too._

_Then that's why you're helping me? Man, no wonder your business isn't good if you only do detective work for the sons of people you knew during the war._

"Intruders! There are intruders!"

The two of them looked out of the vent into the room they were beside. The Sentry was towering over Captain America, an overturned chess board on the floor and the various pieces scattered around the room.

"I tell you I can hear them in the ducts! They've been sent by the Void, I know it! Him and his secret serpent society!"

Captain America nodded enthusiastically. "Yeah Sentry, I heard them too. Here, take these strength-enhancing pills and let's go get them."

The Captain offered a handful of pills, and the Sentry gulped them down greedily. "Haha! That's the spirit Captain! Now let's…" Realization dawned, and he sighed. "Sorry about that."

Captain America shrugged. "Least that could happen when a guy with super-powers has violent schizophrenia. Don't beat yourself up about it; we're all used to your episodes."

Spider-man gestured and he and James resumed their journey.

They finally reached the control room. Spider-man slowly adjusted himself in the vent so he and James both had a clear view. The two security officers were watching the thousands of monitors each linked to a different camera. One of them was munching on some tacos. Three more security officers stood behind them.

Coordinating silently with each other, James quietly cut the grill separating the duct from the room. Spider-man pulled himself through and lowered himself down on a strand of inky black web. He swung towards a wall and clung onto it with his magnetic feet.

He slowly crept down the wall, behind the three security guards. James slid down the rope Peter left behind and hung silently over the two officers at the monitors.

"Hey Keith." The one munching tacos suddenly noted. "Something's going on in prison sector eight."

Spider-man glanced up and saw Castle trying to burn his way through the bars with the laser gun James gave him. He swore, and jumped all three guards, hitting their pressure points and knocking them out cold. At the same time James dropped from the ceiling and webbed the webbed his two up, before kicking them in their faces.

Spider-man hurried to the monitors. He began tapping the keyboard rapidly, bringing up the feed from the camera in prison sector eight, and deleting the past twenty hours worth of footage and the next four.

"There." He said. "Now, let's get to the central mainframe before they realize we're here."

"When does the change in shift happen again?" James asked.

Spider-man looked at his watch. "By my timing, five minutes. I wanted them to be relaxed before we dropped in."

"Then we'd better hide the bodies. Make it look like they just went for a break or something."

Spider-man hesitated, then nodded and picked up the officers. He and James opened up a compartment in the back of the room, taking out the guards snack supplies. Peter carefully laid the bodies in there, whilst James busied himself scattering the food around the office, half-eaten.

They put as much food as they could in with the guards and shut the door. Spider-man shot another strand of webbing up to the roof, and began to speed up it. James followed. Glancing at the cameras, Spider-man saw Wonderman walked down the hallway outside of the room. He reached back down and began pulling the strand of webbing up, with James along with it.

He pulled James into the vent, and reabsorbed the webbing into the suit. Then he quickly put the grate back into place and webbed it firmly just as the doors opened.

Spider-man signaled for James to stop, and watched him from behind the grate. Wonderman wasn't the replacement for the guards. Something was wrong. He walked into the room, followed by seven other people in colorful costumes. "Make it quick." He said.

One of the men flew in. He was old and bald, and had a pair of wings growing out of his back. He'd look almost angelic, if he wasn't so decrepit. Evil seemed to flow off of him, and as he walked under the lights, his black wings gave off a green tint.

He landed near the monitors. "Alright, we are in." He said into a headset. His voice sounded like a French penguin. He listened for a moment, then nodded and began typing into the keyboard. He didn't sit at the seats; he perched on them, bending over the console like a hunchback, or a vulture.

All of the screens collapsed into static one by one. "What did you do?" One of the other men asked. The one who'd asked was as lean as the first. He was dressed in a fancy tuxedo, with white gloves and a cape like a stage magician's. But unlike a regular stage magician, this one had a glowing orb under his top hat. The orb constantly swirled in a pattern of exotic green flame, with two yellow eyes poking out of the mist.

"I just wiped all of the camera's memories." The first one cackled. "Now, nobody knows how we got in… much less whom our guide was."

Wonderman gave a shy grin and shrugged. "All in a day's work. Now, don't tell me you did all of this just so you could wipe the cameras Vulture."

Vulture shook his head. "No no… we're after the mainframe."

Wonderman nodded and gestured them out of the room.

_We have to get over there now, before they erase everything._ Spider-man thought, speeding through the vents.

Three rooms over, Spider-man quickly opened the vent and took the 'steamer' out of his suit. He set it up, removed its remote control, and tossed it down onto the side of one of the long walls of circuitry that filled the room like a maze. It clung on like a magnet, just as the eight opened the door.

Spider-man began to push buttons on the remote, and the steamer began to download information off of the mainframe. He only hoped he could get what he came for.

"So, what is this about?" Wonderman asked.

Vulture sighed and flew over to the central hub. "Electro, you tell him." He said, gesturing to another one, this one crackling with golden energy and wearing a leather jacket over a green spandex suit with yellow stripes.

Electro chuckled in a metallic voice. "Alright. So, this guy… what as his name?... J. Jolly Jameson?" He laughed as Spider-man listened above him. "This guy… he's snooping around. He says he knows there's a leak in the Avengers. So what he does is… he tells this to the brother of one of our informants!"

Electro laughed and clapped his hand on his knee. "So we send one of our guys to ice him… make it look like an accident… and he tries to threaten the hitman! He says… Hahahahaha! He says… he says he knows what the Master Planner is up to… He says he knows and he's gonna stop him!" He doubled over with laughter.

"Oh quit laughing. It isn't that funny." A more sullen member of their team grunted as he leaned against the wall. He was wearing tan jeans and a tight sweater which showed off his bulk. There was a small pile of sand around his feet. He had close-cropped tan hair, and strength radiated from his eyes.

"Oh yes it is Sandy pants." Electro chuckled. "You just don't think so because you can't write poetry about it." His chuckling died down, and he returned his attention to Wonderman. "So here we are. We're going to download all of the information off of this thing here, and we're going to try to figure out how this guy figured out the plan. We're going to give a copy to the Kings and a copy to the Master Planner on the side. And then when he takes control over New York City, we'll be the premier hitmen in the city. The big dogs. Woof woof."

"Downloading is almost complete." Vulture muttered. Spider-man's downloader was only half-way finished.

"Well, that's a fascinating tale." Wonderman said. "One thing though… do you think he actually knew what was going on?"

"Well, he sure knew enough to give the hitman the right details." Said another guy in a mech suit that made him look like some sort of bug. "And did you hear? Old man managed to hospitalize the poor guy."

"Shut it." Grunted the sixth man.

Wonderman grinned. "Don't tell me… you were the hitman for that job?"

Spider-man forgot all about the computer mainframe and leaned in to take a closer look at him. The man only wore a pair of black pants and a high-tech backpack with a menacing looking tail sticking out of it. Everywhere else was covered with a black shining exoskeleton. His arms ended in hands, but the fingers were pointed giving it the appearance of claws. His feet were covered too. You could barely see the tanned skin underneath… and the hair… close-cropped and blonde… no…

"Don't be too hard on him." The guy in the mech suit said. "I mean, Eddie here…"

The man suddenly pushed him up against the wall. "Don't call me that Beetle." He said, spitting in his face. "I'm Scorpion. Not Eddie."

Spider-man gasped in shock. Eddie 'the Spider' Brock. The guy who killed his parents. But… he thought he was dead. "Son of a –"

James' hand shot out and clamped Spider-man's mouth shut before he could finish the sentence.

The seventh member of the team had been pacing around the room the whole time while the others were talking. He wore clothes stylized with leopard spots, and tiger stripes, and trimmed with a lion's mane. When Spider-man gasped, his ears twitched and he slowly walked back to the group, giving no outward sign that he'd heard.

"Dude, it's okay!" Beetle said. "My boyfriend's the Shocker okay? You were in a bigger league even before you were Scorpion! I wasn't trying to make fun of –"

"You hittin' on me Beetle?" Scorpion asked glaring.

"No." Beetle said, shaking his head firmly. "N-no sir."

"Good." Scorpion tossed him aside. "How much time before you're finished?" He asked the Vulture.

"Done." Vulture said, removing his disks.

The seventh member of the party helped Beetle up, whispering into his ear. Only somebody who had three-times the hearing ability of a mutant with super senses added to three times the normal human hearing range could have hear it; "There are people in the vents above us. Bring them down here, quickly."

Spider-man and James began to crawl away, but the vent on either side of them exploded, and the section they were in fell down into the group.

They quickly rolled out and backed against the wall. The eight surrounded them quickly.

"Well well." Wonderman said darkly. "It looks like we have a problem here. I can't have you two running off to tell the world now that you know my secret."

"I have no idea who you are pal." The Scorpion said to James. "But I know who your friend is." He grinned. "Hello Spider-man. A person without powers beating one of the Kingpin's hitmen? He wasn't very happy. He wants you out of the way something bad. In fact, he wants you out of the way so bad, that he specifically made me to beat you. I used to be called the Spider once. Now, I'm the Scorpion. And scorpions eat spiders." He cracked his knuckles in anticipation.

Spider-man and James looked at each other, and popped their claws.


	11. Chapter 11 Really, Really Bad Odds

((Alright everybody, remember that theme song in chapter 6? It's going to be playing again starting right now. Or, if you prefer, you can play _I need a hero_ or maybe _I will survive_. Those are awesome songs to have a fight scene to, are they not?))

Peter and James stood side by side, backed up against a wall. They were surrounded. Seven super-hitmen, and Wonderman. The Avenger's personal inside man. Four for both of them. Really, really bad odds.

Beetle was the first one to attack, his suit sprouting chain guns off his forearms, as he raised them. Spider-man ducked and rolled forward, shooting a line of web at the ceiling then bouncing up and kicking him in his jaw.

Eddie 'the Scorpion' Brock ran after him in great striding leaps, followed by Electro, and the rest converged onto James.

Spider-man swung through the rafters, when an arm came out of nowhere and clotheslined him. Spider-man dropped out of the air like a rock, but the Scorpion had him in his tail before he even reached the ground.

"Heh. Three against one." He grinned. "It almost don't seem fair."

"Funny, seems like a fair to me." Spider-man mumbled. "You guys make great clowns."

He ducked as Scorpion threw a punch that landed on Electro. He went flying and Spider-man quickly kicked Scorpion's legs out. He caught himself with his tail and kicked Spider-man in the face, breaking his nose hard. He fell back, and got caught in a rain of razor sharp playing cards.

He collapsed onto the floor as Mysterio appeared beside him. "You should be less interested in clowns, and pay more attention to the magic act." He said, before Spider-man lashed out with a powerful kick to his guts.

_Thanks for that healing factor James._ Spider-man thought, dodging a few blows from Scorpion.

_See? This plan would never have worked without me – ooooow!_

_James? What's – aaargh! _Spider-man grunted as a lightning bolt hit the small of his back. He quickly insulated the symbiote and grabbed the fist Scorpion swung at him. It's sharp exoskeleton cut into his palm.

_Sorry kid. For future reference; chrome dome's got moves. Some really painful moves._

_Which chrome dome?_Spider-man asked, as he shot a line of web at Electro and swung him around into Scorpion.

_The one with wings and – Dammit! _

_James?_ Spider-man grunted as a giant humanoid rabbit wearing a wrestling uniform brought both his fists swinging down on the back of his head.

_He also has the healing factor._ Spider-man heard several gun shots. _And the other guys aren't too shabby either. I vote we abort._

_Agreed._ Spider-man turned around and webbed the giant rabbit's feet together. With a good double-kick to the knees, he brought it down and leaped away into the Scorpion's claws.

He slashed through Spider-man's shoulder and he laughed, until he saw the suit heal over the wound and Spider-man get up. "I've got to get one of those." Eddie said, sideswiping Spider-man with his tail.

He collided with James midair, and they both fell in a heap. "Look out!" They both yelled, as James pushed Spider-man out of the way of a spear and Spider-man pulled James away from a lightning bolt.

James picked Spider-man up and spun him around so his feet had clear access to all of the faces. Scorpion blocked and grabbed him up buy his feet, flinging them both against the far wall.

The Beetle opened up with all of the armaments his suit had to offer. "I love the smell of supers in the oven!" He cackled maniacally as he launched a dozen missiles, more bullets, and a torrent of flame.

* * *

The building shook and the Sentry looked up from his game of chess.

"It's the Void isn't it?" He yelled, his eyes glowing with the power of the sun.

"Sure." Captain America said picking up his shield. "Let's go kick his guts out."

* * *

"How the hell did you survive that?!" Vulture screamed in a rage, just before Spider-man kicked him in the face.

"It's all in the footwork." He said.

As if to prove his point, he Beetle launched another missile and he kicked it towards Wonderman's face. His eyes widened and he reflexively raised his hand. The missile made a dull thud when it hit his palm, and it exploded in his face.

He took off his broken sunglasses and glared at them. "You're supposed to be the best guys!" He yelled. "You! Sandman! You haven't even started to fight yet!"

The Sandman gave a resigned sigh, and started walking towards the two heroes.

Scorpion had Spider-man pinned with his claws at his throat. "It's time to die Spider-man." He laughed, positioning his tail to strike.

"Sorry buddy, your watch is a little fast." Spider-man grinned beneath his mask as he shot out a strand of web at his tail, and pulled it forward, stabbing him in his back.

"Aaargh!" He screamed, staggering off clutching his shoulder.

"This one's for Jameson." Spider-man said swinging his fists down. Suddenly, a wall of sand shot out and pushed him against the wall.

The sand quickly covered him up, smothering him. The symbiote was designed to be able to take in oxygen from any source, but there just wasn't any to be had. He desperately punched, as long as he punched through the sand the suit could take in air from his fists.

But the sand was smothering him completely. He'd have to find some other way to get out. He struggled up, weighed down by the sand, and began to walk. He punched up and shot out a strand of webbing at the ceiling. He gasped in the air the suit took in, as the strand hit the roof and stuck.

He reeled it in, pulling himself and the pile of sand up with him. He began to shake, then he swung back and forth like a pendulum. Sand fell off onto the floor, and eventually he hit a wall, and sand came crumbling off.

The sand reformed again at the bottom, and Sandman rocketed up again, wielding giant rock hammers instead of hands.

"No prize for you!" Spider-man yelled, swinging out of his reach. "Who else wants' to play whack-a-spider?!"

"Shut up!" Screamed the Vulture, as he flew over him, cutting the web with a fiery dagger. "I'm going to kill you, you little bug!"

Spider-man ran against the wall, as he threw several fiery darts at him. One of them hit him in the leg. "Aaargh!" he cried out in pain, collapsing against a computer bank.

"Not so tough now, are you?" The Vulture cackled, landing.

"Spiders are arachnids." Spider-man mumbled.

"What was that?" Vulture asked, walking forward with a wicked gleam in his eye.

Spider-man popped his claws and cut the supports for the bank, leapfrogging over the Vulture and pushing him towards it. "Aaargh!" The Vulture screamed as the wall of computer data collapsed on him.

James flew past him, and Spider-man found himself face-to-face with the man who found them in the vents. "I am Kraven the Hunter!" He said triumphantly. "And nobody escapes from me, Spider-man." He lowered his hunting spear. "Go ahead. Make the hunt more interesting."

Spider-man ducked from the spear, when the alarm on his watch went off.

_Hey, James. How are you doing?_ He asked.

_Just fighting a giant rabbit for my life. Could be worse._ James said.

_It is worse._ Spider-man said, slicing the spear in half with his claws. _Remember what I said about the symbiote gaining self-awareness and killing its hosts if it's worn for more than two hours? We have fifteen minutes to get out of here and get our suits off._

_Well then get your stuff and let's get out of here._ James growled.

Spider-man finished up his knife-fight with Kraven by using him a a spring-board backwards. He landed on the Beetle, kicking him in the face and shooting a strand of web at the 'steamer'. He pulled It into his suit, and dodged a swipe from Scorpion's tail.

"I'll be back for you." He said, pointing a finger at the Scorpion. Then he zipped up to the ceiling, swinging back down to grab James and tossing him in the vent.

"Noooooo!" Wonderman yelled, and tossed some chairs at him. Spider-man dodged, and quickly scurried into the vent.

_Go!_He yelled to James, and they began to scurrie through the maze, Spider-man relaying the directions.

Behind them, a snake-like tendril of sand rose up through the vents, and then pulled the rest of itself up, filling the entire duct.

Spider-man looked behind him, and saw the torrent of sand rushing through the vents after them like a tsunami. _We've got to go faster!_ He yelled to James.

Suddenly, to large hands burst through the vents above them, and tore them out.

The Sentry held them both up by their collars. "Ahah! I knew something was sneaking around in the vents!"

"Good job Sentry." Captain America said. "Now, which one of you wants to tell me who you are?"

Spider-man winced. He'd planned for an encounter with the Sentry, but what he was about to do… didn't seem fair. Then he thought about the pile of sand lurking in the vents below them, and he decided he had to go through with it.

He changed the appearance of his costume, to pitch black. It grew a trench coat, and a fedora, until he looked like Al Capone except with absolutely black clothing, and a black face mask. He winced inwardly as he said in the raspiest voice he could manage; "I'm the Void."

The Sentry trembled, his knees shook. "Keep it together man! He's playing you!" Captain yelled in fear. "There's no such thing as 'the Void'!"

The Sentry let the two go and dropped to his knees, hands between his head. "It's real. It's all real."

"Run!" James yelled, and Spider-man followed, resolving to give the Sentry a sorry note if he survived this.

"No!" The Sentry yelled. "You'll not escape me! Not! This! Time!"

Screaming, he plowed into Spider-man and rammed him into the ceiling. They plowed through several stories until Spider-man managed to wriggle out of his grip.

He got out on the level two stories underneath the ballroom. "Big mistake." He grunted. "Really, really, big, mistake."

"You can say that again." Spider-man turned and saw the Punisher. He was in prison sector eight. That gave him an idea.

The Sentry came back, shrugging off the blasts the Punisher aimed at him and picking Spider-man up. "I have hunted you for the past ten years. Any last words, before I tear you in half?"

Spider-man let out a shrill whistle, and the doors to the cells opened. "Help Banner!" He called.

Bruce Banner dove out of his cell and tore a socket out of the wall with his metal hand. HE grabbed to wires, and set them together with a click.

The Sentry watched in fascination, almost ignoring Spider-man, and his slowly increasing grip on his throat. Bruce Banner grunted and groaned on the floor, as the electricity activated the catalyst for the formula in his system. His heart beat accelerated rapidly and adrenaline rushed through his systems. The formula began to be pumped through his blood stream, mixing with his adrenaline and his white blood cells.

Bruce yelled in pain, as he slowly began to grow. The purple parts of his prison suit expanded with him, having been doused in Pym particles. And Somehow, even Bruce's prosthetic grew in size. Green lines began to trace around his body, his long hair turned black. The White blood cells in his system multiplied and his skin became a ghastly white. The blood vessels in his eyes turned green, and his iris disappeared leaving only a pupil. As his feet expanded, his toes burst out of his shoes. His nails were a sickly black.

He stopped swelling, and slowly rose to his feet, towering over the Sentry. "I really hope you're as strong as you look." He said, darkly. "Because I haven't had a good exercise in weeks."

* * *

When the explosion shook the building, Susan and John both felt it.

"What was that?" She asked.

"I'm not sure." He took out his commlink. "Pym, what just happened?"

"Vision says there are intruders in Ultron's CPU." Pym replied. "Captain America and the Sentry are on it, but the vid feeds are down, we don't know how many there are."

John thought for a while. "Send Falcon and Arachne for back-up. Tell them to call me if it's a threat to our guests."

Susan made her way through the crowd and found James. "James, would you care to explain what's going on?" She asked. "And don't tell me you don't know."

Raven had to think fast. "Alright." She said, thinking it through. "While I was in the bathroom with that Parker guy, the Knights approached me and told me about the plans for tonight… Apparently somebody's trying to stage a jailbreak and the Knights want to stop it. I'm supposed to keep you busy, while they sort it out so they don't get arrested mid-fight."

Susan Storm gritted her teeth. "And you waited until the jailbreak was in progress to tell me?" She growled. She picked up her radio. "All Shields, report in for new assignment." She turned to James. "Don't. Move."

Raven sighed as she walked away. "Thank's for the heads up." She said out of the corner of her mouth. "I think I will accept your offer after all."

"Pleased to be of assistance." Loki grinned.

* * *

With a grunt, the Sentry threw off the Hulk.

"Huh, this is fun." The Hulk grinned crookedly. "I'm going to enjoy eating you. After I've beaten you."

"Eating…" Spider-man's eyes widened.

"You just had to let the Hulk out didn't you?" Castle asked, tearing away his neck brace. "Well, I guess I'll see you kid. Maybe."

"Wait, what?" Spider-man asked confused.

"You made your bed, you're going to have to lie in it." The Punisher explained, shoving the pistol into his uniform's back pocket. "Seriously, you just broke into the Avenger's mansion. The only reason your brains aren't on the floor is because you broke me out. You're on your own." He jumped down the hole the Sentry made coming up.

"Well gee, thanks Castle." Spider-man said sarcastically. He popped his claws and went to help the Sentry.

* * *

James and Captain America faced each other. "Hello James." He said.

"How did you know?" James asked.

"Your stance. Your general demeanor." Cap shrugged. "What's going on?"

"Oh, I don't know yet, but it involves all of the gangs of New York."

"Well then, care to explain why you're trashing up my place?"

"Because Wonderman is a traitor." James growled. "He's been selling you out. There's a group of heavy hitters down there. They came in, wiped the cameras, downloaded stuff off your computers. If you hurry you can still catch them."

"And why should I believe you?" Cap asked darkly readying his shield.

James sighed. "I swear on my badge as James Howlett, a member of the Howling Commandos."

Cap nodded, and ran out the door.

James sighed. "Thanks Cap." He said. Then he heard the primal roar of the Hulk and started climbing up the hole the Sentry made.

* * *

"I will smash your head into a paste, and put it in my sandwich!" The Hulk screamed. "I'll make the bread out of your bones after I grind it into powder!"

"Eeeew!" Spider-man commented slashing at his Achilles tendon. "You are disgusting. I bet you dance to the Monster Mash."

The Hulk roared again. "I was going to spare you after you set me free. But now, you're going to get squished like a bug!"

"Why doesn't anybody know that spiders are arachnids?!" Spider-man yelled, running away down the hall.

"Yeah that's right! You better run!" The Hulk tossed the Sentry aside, and began to chase him. When they came to the end of the hallway, Spider-man ran up the wall. Hulk smashed through, and Spider-man quickly opened up the display bar on his watch.

He tapped some buttons, and a hook dropped down and grabbed the Hulk.

The Hulk looked up, but there was nothing there. Spider-man tapped some buttons, and the Spider-copter got off of stealth-mode. He programmed it to fly as far away from civilization as it could before self-destructing.

((There, the fighting music just climaxed. It's over.))

* * *

Falcon saw the Spider-copter uncloak. "Look!" He pointed at Arachne before it started to fly away. "That helicopter has the Spider-symbol on it!"

She nodded. "He's probably trying to escape! And he's got the Hulk with him!" She pointed. "Drop me off near that big hole in the wall, I'll see what I can do there!"

Falcon nodded. "Send the Sentry after me as back-up!" He yelled, dropping her off and flying away.

* * *

Arachne dropped into the hole. Spider-man was waiting.

"Hello Arachne."

She gasped "Spider-man! What are you doing here?"

"I'm investigating a murder." He said. "And then some. Wonderman is a traitor."

Arachne raised an eyebrow. "What do you mean?"

"He's selling you out." Spider-man said. "He just lead an army of mob super-goons into your computer mainframe. They managed to get a full download."

She nodded. "Thank's for telling me Spider-man. But now I've got to arrest you."

He shook his head. "No you don't."

"But yes I do." She said. "I have to, I'm an Avenger. I know you think you're doing the right thing but…"

"I am doing the right thing." He said. "And you know it, don't you? You're just afraid of what will happen if you do the right thing too, and the Avengers catch you."

She hesitated then nodded. "I've always admired you Spider-man. You were the one who inspired me to fight crime and injustice. But I'm… I'm just not brave enough."

Spider-man nodded. "I understand." He said. "And it's not cowardly to avoid fighting losing battle. But…" He gestured around him. "People would say that breaking into Avenger's mansion is a losing battle too."

He paused for emphasis, and they looked at each other. "Now listen, if you don't let me go now, the world will be in danger." He said, looking at his watch. He had five minutes. "There are some really bad people downstairs for you to put away. The cameras are all dead. Nobody will know."

She hesitated, then nodded and smiled. "Alright Spider-man. Thanks for the heads up."

She started racing towards the door, when Spider-man called out to her. "Hey!" He said. "Remember this, and I guarantee you'll be a great hero; with great power, comes great responsibility."

She nodded her thanks and left. James crawled out of the hole in the floor. "Man, that was corny." He said.

Spider-man quickly pulled him out of the hole. "Hurry James!" He said. "We only have four minutes before the symbiote takes over!"

((And now, for the chase music to begin. The following is much more exiting if you read it in slow-motion.))

They both ran to the side of the building. Spider-man shot up a web and grabbed onto James. The two of them began to swing themselves up. They reached the wall in front of the garden, just before the Sentry flew out. "Void!!" He screamed, exhausted.

"Hoo boy." James muttered, as he hauled himself over the wall. They ran through the garden. Dogs barked as they ran through, using much more than their combined speed. Guards shot at them as they past, but they were too slow.

The Sentry flew over the wall, and slowly homed in on them. "I'm coming void!"

He began showering the garden with energy blasts, burning up some of the hedges and toppling Iron-man's statue. The guards leaped out of the way, but Spider-man and James just kept on running. Spider-man's watch beeped the one-minute warning.

The dogs all barked and howled in confusion. Spider-man could understand them; _Ow, ow, ow, ow, hot, hot, hot ,hot, wtf? _The dogs scattered away from the Sentry, barking in fear and confusion.

He shot out some webbing, pulling the grate they'd used to get out of the bathroom off the wall. He did a flying leap through. He flew through the air, Sentry blasting everything around him. He tried to make his slim, acrobatic frame as narrow as possible.

He managed to squeeze through the grate and emerge on the other side of the bathroom. He fell onto the tile floor and quickly checked under the stalls. Nobody. Good.

James started to squeeze through. _He's coming!_ He yelled.

Spider-man ducked into a stall and locked the door. _Put your Symbiote into the sink and play dead_. Spider-man said. _Do it!! _He took off his own suit and stuffed it down the toilet.

James did as he was told, and the wall exploded open.

Spider-man flushed and dropped his pants, just before the Sentry tore the Stall's door off.

"Occupied!" He yelled.

Sentry started, and fumbled back. "Oh, sorry sir, so sorry."

"What is going on?" The John Storm said, entering through the hole in the wall, his hair on fire.

"I – uh – uh…" The Sentry fumbled.

"This clown tore the door off of my stall!" Peter yelled, doing his best J. Jonah Jameson impression. It worked when he was playing C.E.O., it ought to work here. Especially with the appropriate threats. "You'd better have a really good lawyer Mr. Storm, I'll sue you for everything you own!"

"I-I-I'm so sorry Mr. Parker." Storm stuttered. "I'll make sure this doesn't happen again. I-I'll pay the hospital bill for your friend – "

"He's not hurt." Peter said, pulling up his pants. "He's drunk. He's been vomiting into the sink for the last five minutes."

John looked at the sink. The symbiote was imperceptively starting to twitch and come to life. "Eeeew, nasty." He said, burning up its contents.

"Get out of here right now, and I won't sue the clothes off your backs!" Peter yelled.

Storm grabbed the Sentry by his arm and led him outside. "C'mon buddie, let's get you to your meds."

"But-but- it really was the Void this time –"

"Be quiet. Go and help Falcon catch Spider-man."

Peter waited until they were both gone, and then he sighed with relief. "That. Was. So. Close."

"Remind me to never break into anywhere with you again." James said, getting off the floor. "No, on second thought, remind me to never break in anywhere without you. That was great considering it was supposed to be impossible and we had to fight off several baddies."

Peter smiled. "We did make a great team, didn't we? I have to admit, I never would have gotten anywhere without your healing factor." He flexed his arm experimentally. "I miss the claws. Maybe I should develop some sort of… stinger?"

James chuckled.

Peter shrugged and pulled out his steamer, smoothing out the wrinkles in his tuxedo. "I'm going to go out first, and then I'm going to get Raven to come in and switch places with you."

James nodded and caught the steamer Peter threw at him. "I'm going to want that back." He said, after making sure his tux was wrinkle free.

He went out into the ballroom. Everybody was talking to each other in whispers, murmuring in panicked tones, and it was clear to see why. Storm was outside, putting the fires in the garden out, but there was still smoke rising and the statue of Iron-man was still toppled over.

"Hey Tiger." M.J. said, suddenly next to him. "Did you see that?"

"Yeah." He nodded. "Pretty amazing huh?"

"No, it was really scary." She said. "People shouldn't have that much power. I think somebody without powers should be on the Avengers, just to keep it even. I really hope those two escaped."

Peter's eyes widened. "Really?"

M.J. nodded. "I know they were probably criminals or something… but… I dunnoe. I guess I just think that the Avengers are too powerful, and should be a bit more responsible. I hope this teaches them that."

Peter smiled, and led her to the staircase where the Osborns were standing. "Mary Jane, did I ever tell you I love you?"

She smiled and nodded. "Oh yes, frequently."

"Did I ever tell you how much I love you?"

"Once or twice. You haven't gotten around to it today though."

"Well then let me get around to it now." He took her hands and knelt in front of her. He reached a hand into his jacket pocket and pulled out a small black box. Gwen squealed in excitement.

"This is hardly as romantic as I pictured it." He said, blushing. "What with this break-in and you being scared, and that rude little guy on the dance floor. But I promised myself I'd do this, and damnit I can't wait."

The clock in the ballroom struck One O'clock, and he opened the little black box. Inside it was the ring, the ring that was key to more than one master plan. It was a 24 karat silver band, with small hearts engraved onto the side. A floral swirl encircled the band, and on the tip, where experiment zero used to rest, was a single diamond.

"Mary Jane, will you marry me?"

She burst into tears and hugged him. "Yes. Yes I will." She cried.

"You just hit jackpot again, tiger."


	12. Chapter 12 Knives in the Dark

**_Hello all. Clownwithachainsaw here again. _**

**_This chapter is dedicated to a loyal reviewer, UltimateHybrid. Hybrid was kind enough to offer me a cameo (as a chainsaw wielding clown) in the latest chapter of his story Deadpool's apprentice, so I decided to return the favor. Knifepoint (whom you shall meet at the end of this chapter) is my universe's equivalent of the main character in that story (her name's Knifepoint in that universe too). So, read on true believers!_**

* * *

_**From the journals of Natasha Romanov, the Black Widow.**_

"I once read somewhere, that the most contagious of all diseases is an idea.

I'd like to shoot Cain through his damn skull for germinating murder.

I am starting this journal on recommendation of my psychiatrist. I have lived a longer life than I had any right to expect in my line of work, and I cannot reasonably expect to live much longer if I keep this up. I have more important things to worry about than my job, so I am retiring and reintegrating into society. Hopefully, someday this journal will serve as a memoir, for future generations of vigilantes. Although, I confess, I am not a great role model.

My life started in Moscow, during the peak of communism. My mother was a protestor of the regime, but thankfully my father managed to smuggle me out of the country before we were caught.

I was on my way to becoming a Cinderella story like the Wasp. A young Russian girl comes to America, and finds out that she can make a difference. I am a polymath, good at a great many things, but exceptional at none. However, it was good enough for an internment at the Russian embassy.

Things were going great until somebody shot my parents.

I used to wonder at Kafka. How could a man transform into a cockroach in a single night? But I did. I fell from my status as an angel and became a dark insect. I became a Black Widow. I was feared, I was hated, and people shuddered at my name. I began using X-patches.

But he believed in me. Hawkeye. He believed I was more than a monster.

And so, now I am not a monster anymore. Now, I am Natasha Romanov again, soon to be Natasha… well… Hawkeye won't be retiring soon, so I cannot reveal his name, and many other names in this my memoirs. Suffice it to say, I am to be wed to him, and I will retire to raise the child, who is beginning to kick at my stomach. It is a strong kick. He (or she) will grow up to be a great hero. He (or she) will be born –"

She didn't get to finish writing her sentence. A noose was suddenly around her neck, and with a gag, she was pulled out of her chair. She reached up and grabbed the rope, preparing to snap it in two with her wonderfully powerful arms and then kill the son-of-a…

Then an electric current coursed through the rope, making her bounce and wriggle like a worm on a hook. She lowered her arms, and with a final heave, her neck snapped.

* * *

Deadpool waited half an hour, just to make sure she was dead, while Barracuda wrote a suicide note. He was an excellent forger, and she'd been so kind as to provide them with a sample of her handwriting before she died. Barracuda positioned the chair so it would look like she kicked it out from under herself, and then moved over to Deadpool.

"Here man. She is most definitely dead. Gimme that rope."

Deadpool handed it over, and Barracuda tied it to the rafters.

They left without much ceremony.

* * *

Domino was out, and dressed to kill.

The doctors said her brain didn't work right. They said she was a freak.

Her brain worked fine. That was what her Mommy said. She said everybody did things in a different way, and that just because she thought differently didn't mean she was a freak. It meant she was special.

Her brain saw things, and it thought about them like they would be instead of what they were. For instance, when she saw her Mommy and Daddy fighting and Daddy picked up the knife, she didn't see daddy kill Mommy, she saw Mommy braining Daddy with the microwave.

She liked the way she saw things. Everything was in a pretty pattern. Now, whenever she saw somebody, instead of seeing where they were, she saw where they would be by the time she pulled her gun's triggers. Then their blood made more pretty patterns.

She saw herself jumping off the roof and making a rolling landing on the fire escape. Then she decided to do that. She giggled to herself, and started to put together her sniper rifle. It was made of pretty patterns too. Oh, wait, she forgot to jump off the roof and make a rolling landing on the fire escape. Silly her.

She stuck the landing, and finished putting together her gun. Then she opened her backpack and took out the lunch her Mommy had packed for her. It had PB&J, pudding cups (she loved pudding cups), a granola bar (she threw that away), and… brownies! Little two-bite brownies! Her Mommy was the best!

She hummed a tune from High School Musical as she ate, and began to set up her dollies. There was Barbie, Nicky, Terri, Katie, Cindy, Candy, and Kristy. She dressed them up in cute little dominatrix dresses like hers, and gave them all cute little guns.

"Ready for our big sleepover girls?" she asked.

"Yes!" Yelled Barbie.

"Yes, yes, yes!" Yelled Nicky.

"Sure." Said Terri (she was Goth. But her hair's dyed bright green, so she's cute enough that she can get away with not being excited).

"Yes! Yes! Yes!" Candy jumped up and down excitedly.

"You know it sister!" Katie said.

"Am I ever!?" Said Cindy.

"Yes! Yes! Yes!" Candy jumped up and down excitedly.

"Let's party!" Kristy yelled.

"Alright!" Domino pulled out her iPod and put on some Jonas brothers. She giggled excitedly and gave all the girls who had free hands cute little pillows. "Alrighty girlfriends, time for the pillow fight. Candy, no dynamite this time. Terri, no magic."

"Whatever." Terri said.

"Yayz!" Candy clapped. "Pillow fights! I 0wnz u!"

They began hitting each other with their cute little pillows, and Domino already knew who won, so she took out her own pillow (it was a Disney princess pillow) and hit them all at once. And they all fell down in pretty patterns. "Yay, I win!" She clapped. Then she saw movement down in the park across from the fire escape.

She picked up her gun and looked through her scope. She saw the target sitting in the trees.

She picked up her dollies and pointed all of their guns at him. "Alright girlfriends, time to get serious. That bad man right here? He does drugs."

"No!" Cindy gasped.

"Yes!" Domino nodded emphatically. "And it's worser! He did hanky-panky, and he's not even married!"

"The horror!" Barbie cried.

"That's it! Guy's going down!" Katie said angrily, readying her sawed-off shotgun.

"Yes, yes, yes!" Yelled Nicky, as she notched a sparkly arrow in her limited edition Dragon Princess Bow & arrow set.

"He shall suffer the wrath of all nine circles of H-E-double hockey sticks." Terri said, leveling her guns.

"I 0wnz u!" Candy said, picking up a bazooka.

* * *

Amadeus Cho zoomed through central park on his Vespa to meet the Hornet.

Amadeus was the smartest kid on the planet, or at least in the top five. His best subject was math, and he was so good that he could calculate trajectory, angles, vectors etc… in his mind. That was how he fought crime, with his mind. Unlike the others, who preferred to use physical violence. That was why he admired Prowler so much. He used his brain more than the others. He was sad that he had to retire, and give four other heroes his technology. But what are you going to do?

This is why he was driving his Vespa out on a cold night when the rest of the city was out partying, to meet with Hornet. When the progeny of your best friend wants to talk, the least you can do is talk right? He may be annoying, but Cho still thought of it as his duty to guide the Hornet down the right path.

When he found him, he was in a tree by the Central Park fountain. His wings were folded back, and he looked for the entire world like he didn't have a care in the world. Easy for him, his suit had a cooling system.

"Hey!" Cho yelled form the ground. Hornet looked down and waved.

"How ya doin?" He asked.

"I'm freezing." Cho said. "Now get down here and tell me what you wanted to tell me."

"Well, see –" Hornet never finished the sentence, as suddenly a bullet exploded against his helmet. That bullet was followed by several other bullets and he fell off his branch.

* * *

Domino giggled. "Sorry girls, I lied. He probably didn't do any of that stuff. But since we killed him, we can get money and be rich!"

"Yayz! Can we buy diamonds?"

* * *

"I can't watch any more of this." Cloak left the room, as Night Nurse attempted to pry off Hornet's bloody armor.

"Can I help with that armor Night Nurse?" Dagger asked, summoning a glowing dagger.

Night Nurse sighed, dejectedly and nodded. "Don't… just be careful not to… to burn the body…" She sniffled a little, and then she began to cry, hugging Dagger close and burying her face in her shoulder.

Dagger awkwardly patted her on the back. "Uh… there, there." She said. "I… I'm sure he's gone to a better place."

"This is so pointless!" She cried. "Why did he have to die? He was just trying to perform a public service, but he got shot! Why?"

Tears started to gather in Dagger's eyes. "Well… " Somehow she couldn't think of any argument why he had to die. And it scared her.

"Ooooooh." A voice moaned. "Ooooh my head. Ooooh my head."

The two girls turned in shock, as Hornet slowly sat up. "Ow, ow, ow. That hurt like you wouldn't believe."

"Hornet?" Dagger stared at him with her mouth hanging open.

"How?" The Night Nurse asked.

"I'll show you." He said, and with a pneumatic hiss, his helmet opened up.

Dagger's eyes widened. "You're not Hornet."

* * *

Hawkeye surveyed the scene. Blood splatters and burn marks covered the walls, and thanks to his forensic training he could see exactly what happened. He wished he didn't. He shut the door and turned to the two heroes behind him. "Any ideas where he went?" He asked.

Cho shook his head.

"If I did, you can bet I'd already be there." Cloak growled.

"No rash actions Cloak." Hawkeye warned. "I know you two were close…"

"You don't understand!" Cloak bellowed. "Our powers complement each other! Without her, I can't survive! There can only be rash action for me now, because I have too little time left to live!"

Hawkeye nodded. "Well then, you'd better get started looking. Search everywhere you can think of. Cho, do some sort of… math thing and calculate where he'll most likely be, like they do on Numb3rs. I'll call in the rest of the troops. Oh, and get ready to move to our back-up H.Q. this location's compromised."

Cloak vanished, and Cho hurried away. Hawkeye watched them go. When they were out of sight, he sighed and leaned against the wall, rubbing his eyes.

"Why would he do this?" He asked to nobody in particular. "Why would Hornet kill Night Nurse and Dagger? That's our transportation gone in a matter of days, and we'll have to patch ourselves up without Night Nurse's help now." He sighed. "And the Punisher has gone too."

He needed to hear a reassuring voice. He dialed Natasha's number.

* * *

Domino swung her legs back and forth under her as she sat on the edge of a building. Pretty patterns.

Barracuda was lying down on the roof behind her on a reclined lawn chair, sipping some lemonade and twirling a bloody knife between his fingers. On the lawn chair next to him, was a kid tied up wearing only his Captain America Boxers. He was bleeding from numerous knife wounds.

"You know…" He said. "I always thought, even in a job like this, that you really need to just stop every once in a while with what you're doing."

Domino nodded. "The stars are pretty tonight. My Mommy taught me how to find a flying pony in them."

Barracuda smiled. "Ah yes, the constellation Pegasus. I see it." He looked sideways at the kid. "I bet you wish you could fly away right now, huh?"

The kid tried to nod, but his neck ached too much.

The Hornet landed on the roof next to them. "It worked." He said, taking off the helmet to reveal Deadpool's mask. "And you are officially a part of the team Domino."

Domino clapped. "Wahoo! Yay! Do I get a flying pony?!"

"So now you know where the Knights are?" Barracuda asked.

"They'll probably move to some sort of back-up location." Deadpool said, taking off his armor.

"Do you want to kill the kid?" Barracuda asked, gesturing to the real Hornet.

"No, you go ahead." Deadpool shrugged. "Thanks for the offer though."

"Hey Candy!" Domino giggled, taking out her doll. "What do you think of Mr. Deadpool?"

"Lol!" Candy squealed. "Deadpool = Awesome! He 0wnz me!"

"You know…" Deadpool grinned. "I could get used to having you around."

* * *

The Bar with No Name was a popular hide-out for hitmen and mobsters who were of the dramatic sort. The bar was filled every night with colorfully costumed madmen and a few of their friends.

Jimmy put on a red hoodie with a Star Trek emblem on. It wasn't much of a disguise, but it might be good enough to trick these villains. It would be a good place to trawl for rumors on Deadpool. Hey, Deadpool may even be inside.

He pushed open the door, and immediately the bouncer grabbed him by the scruff of his neck and hauled him up to look him in the eyes. "What're you doing here kid?" he sneered.

_What would James do?_ Jimmy thought. _He'd bluff his way out._ He crossed his arms and sneered back. "Are you kidding? I'm here for a cold drink. Now put me down before I decide to blow your head up." He tried to make his voice sound old and menacing.

The bouncer shook his head. "Think you're the first kid to try and get in underage? What's your name?"

"Monty. Monty Python."

"What are you doing here?"

"I'm looking for somebody. What's your favorite color?"

"Oho. Smart Aleck eh?" The bouncer took out a radio and talked into it. "Hey boss, we got a kid here trying to get in. Says his name's Monty Python, and he is just the little comedian. I know, but he said he was looking for somebody. Kid's wearing an X-patch." Jimmy cursed. He'd put it on his back. He hadn't expected somebody to lift him up by the shirt. He needed a bigger hoodie.

"I'll take care of him there Keith." A man in silver armor walked up to him.

"Never mind boss, Stilt-man's going to take care of him." He put away the radio. "Do it fast, do it out of sight, and dumpster the body in Leo's bar, if you can."

Stilt-man took him and dragged him out of the alley, tearing his X-patch off. Jimmy grimaced in pain. At least this time he'd die before the withdrawal symptoms showed up.

Stilt-man dumped him in the back of an alley. "Hey, Leap-frog!" he yelled. Suddenly, a bulging green figure hopped out of the darkness. He was followed by several other guys. All of them had some sort of weapon.

Jimmy shook in fear. "D-d-do you r-really need all o-of those guys just to kill little me?" He whimpered.

"You know what they say kid." Leapfrog said, drawing a knife. "There ain't no kill like overkill."

"I'M SNEAKING UP ON THE BAD GUYS NOW!"

Everybody looked around curiously.

"… Oops. That wasn't my indoor voice was it?" It was a little girl's voice. "Shut up, it was an honest mistake. Well, if you're my subconscious than so are you. For a voice in my brilliant head, you're getting pretty stupid." Jimmy wasn't exactly assured of his safety.

"Hey, bad guys! My name's knifepoint. Look what I can do!" From above them, a girl dressed in a white and grey uniform swung down on a roll of duct tape. She grabbed one of the guys and pulled him up out of sight. "Look! I'm Spider-man! Or is it Batman? I always get my inverted takedowns confused."

"Ha!" Stiltman laughed. His legs extended and he began scanning the rooftops. "You think you can take an army little girl?"

"Oh, I took your army in the five second it took you to realize I'm not up there." He looked down, and saw her standing on a pile of bodies. "Peek-a-boo! I'm the queen of the hill!"

His legs shrunk down to afford him a better view. He began to walk towards her. "And how are you going to take on a bona fide supervillain?"

"By using a most ancient martial art, taught to me by Tibetan monks in space." She stuck out her leg, tripping him up. "That was a joke by the way." She said. "The Tibetan space monks taught me how to disco. You're just lame."

"You little…" Leap frog started bounding towards her. She started ruffling through her pockets and pulling out exotic weapons. "Laser guns… rocket launchers… c'mon Deadpool, where'd you put all of the pointy things?" She took out a metal stick, and it expanded into a spear, running itself through leapfrog's shoulder. "Extendable spear? Why do I need that? Where are all the good pointy things?"

Leapfrog hopped away in pain. Stilt man got up. "You think you're tough little girl?" He asked. "You think you can beat me? Ha! I'm the Stiltman! Come and get some!"

She pulled out a pair of scissors. "Ah! Finally, something pointy that my mother would be against me using in the heat of combat." She jumped over to stiltman and clung onto his legs and began cutting them with the scissors.

"Hey! Hey what are you doing? Stop that!" He screamed and fell on his face again.

"What, these are Adamantium?" She asked to nobody in particular. "Why use Adamantium to make scissors? Does somebody cut snowflakes out of iron?" She looked around and realized she'd beaten everybody up. "Oh man. It's over already? I didn't even get to use my Katanas. Where are they?"

She raised an eyebrow pulled out her Katanas. "Oh, thank you. I was wondering where those went. Hey, shut up. Oh." She noticed Jimmy on the alley floor. "Hmmm…" she pulled out a to-do list from Deadpool.

_Number Seven: If you're in a fanfic and you meet a not bad-looking-boy of about your age, either by him saving your life, or you saving his, you should probably befriend him. He will either be a bad guy, or your love interest. Either way, he'll provide you with a plot._

She looked up at him. "Eeeew, I don't wanna be anybody's love interest. Unless it's Corbin Bleu. Shut up, he's way awesome than Ryan Reynolds."

She looked at Jimmy with her hand on her hip. "Or he could be a villain, and I'll walk into his cunning trap. Well… alright, no he doesn't seem the cunning type. Exactly."

One of the guys that were previously on the ground tried to sneak up on her. She pulled a squeegee out of her pocket, and hit in the head with it. "Okay, I'm in."

She walked up to him and shook his hand. "High, I'm Knifepoint, the girl-who-can-gab. I would be the merc-with-a-mouth except, you know, I'm not a merc. Yet."

"Y-y-your eyes are glowing."

"I know! Isn't it neat?"

"You… you saved my life."

She shrugged. "Don't get all gushy over it."

"You… you carry a squeegee around with you?"

"You just never know." She picked it up and put it in a pocket, patting it. "So, what did you do to make wart-face and long john silver mad? Did you teepee their houses? Cause you know, if you did that'd be almost as lame as their costumes."

He shook his head. "I was looking for Deadpool and –"

"Say no more!" She cried triumphantly. "This must be my purpose within this fanfiction!" She grabbed him "To the next chapter!" She cried, pressing her suit's onboard teleportation device.

* * *

They teleported in a forest on the edge of a Hawaiian luau. "Hmmm…" She thought. "This isn't the next chapter."

Suddenly guitar music started up. She recognized the tune. "Stay here kid-I-had-to-rescue-who-is-probably-a-plot-element. I've been training for this day my whole life." She slunk into the crowd.

The guitar player had a friendly smiling face and wore a yellow polo shirt. He was already partly through his song; "The taste is gonna move you when you pop it in your mooouuuttthhh! Juicy Fruit! It's gonna move ya!"

Suddenly, with a strangled hurk, he fell to the ground, his throat cut. Knifepoint stood at the ready with a rocket launcher. "Stand back boys and girls, cause this little piggy's gonna burn!" With a maniacal laugh, she threw the guitar into the air and launched a rocket at it. "Booyah!" She yelled as it went up in a crimson fireball. "Try Orbit gum you losers!" She yelled at the crowd, before running back into the woods and grabbing Jimmy.

"Now onto the next chapter!"


End file.
